Kings and Khans
by Finmonster
Summary: War and conquest are not purely human traits. Shere Kahn, Lord of the Tigers, seeks to rule all the wilds. Many have stood against him and many have fallen as Kahn plays a game he where he seeks to be the only victor. But an unexpected player might put an end to Kahn's dream of complete control, a man they call Tarzan of the Apes.
1. Scars

**Kings and Kahns**

**Prologue: Scars**

The sun rolled high through the sapphire sky, casting its searing radiance onto the savannah below. A light wind rolled across the grasslands, causing the tall grass to waft back and forth. The whole area gave off an aura of peace. At least it would have, if it weren't for the dozens of lions racing through the tall grass.

The grass rustled around the lions as they shot through the savannah, focused on nothing more than reaching their destination. There were lions and lionesses in equal measure, all following a single lion at the front of the pride. The lion was large and powerfully built, his fur a deep yellow color while his mane was a dark brown. His face had wisdom to it as his brown eyes were narrowed in focus.

As he ran, a blue and white colored hornbill swooped down from the sky, flying along next to the lion.

"Zazu," the lead lion stated with a deep voice, sparing a quick glance towards the hornbill, "Report."

"The remaining enemy forces have been driven into the Dry Mazes by Colonel Hathi's men, My King," the hornbill, Zazu, reported with a cultured voice.

"Elephants are too large to fit into the Mazes," the king said, his eyes narrowing even further.

"Exactly, which is why a group of our warriors pursued them," Zazu explained, "The Outlander is with them as well."

If this information bothered the king, he didn't show it as he continued to race across the savannah, altering his and the other lions' course based off of the new info.

"There's another thing you should know, My King," Zazu said hesitantly, struggling to keep up with the lion's quick pace.

"What is that?" the king asked, not even sparing Zazu a glance.

"The group that went after the enemy forces," Zazu stated gravely, "Your brother is among them."

This information drew a reaction, causing the king to narrow his eyes and increase his already blistering pace.

_The Dry Mazes,_

Thunderous roars echoed off the hard rock walls that made up the series of canyons aptly named the Dry Mazes, dirt and grit kicked up by the combatants battling within its confines. Among them was a thin lion, his fur a dark tan, his mane pitch black in color. His green eyes narrowed as he looked at the battlefield around him, the dry floor of the canyon growing wet from the blood of the combatants, the bodies of lions littering the ground along with the black and orange colored forms of tigers. A roar of pain brought the lion back to the matter at hand.

From the large cloud of dust and grit that had been kicked up by the battle, a lioness came rolling towards him, a deep wound in her gut. The lion looked at her for a moment before the sound of something approaching caught his attention.

Approaching him through the dust was a massive creature, twice the size of any other tiger, which were already half again as large as a lion. His tawny hide was a mesmerizing patter of orange, black and white while his eyes were a brilliant amber color. His mouth was lined with red blood that he licked at with his long pink tongue, showing of his pointed teeth. This beast could only the leader of the invading tigers, the one they called Shere Kahn.

"Well, well, well," the tiger intoned with a cultured voice, grinning at the lion, "Aren't you the unique specimen? I have not seen many lions with your coloring before."

The lion was on edge as Shere Kahn stalked towards him, while the tiger acted like he was having a conversation about the weather.

"Wait, I know who you are," Kahn said with a chuckle, "You're the prince, King Mufasa's brother. It's truly embarrassing but your name seems to have slipped my mind."

"Taka," the lion growled in annoyance, doing his best to not let Kahn get a rise out of him.

"Taka, of course," Kahn replied with a sigh, placing a paw to his head like he was embarrassed he had forgotten, "My apologies. Though in my defense, it is a rather forgettable name. Appropriate for the forgettable brother of a king."

Taka growled as his annoyance rose.

"Ah, what was that?" Kahn questioned with a blood chilling grin, "Have issues with your brother do you? The second son, heir to nothing."

"Shut up," Taka snapped.

"That touched a nerve," Kahn observed, unperturbed by Taka's rising anger, pointing one of his claws at the lion, "Someone resents their lot in life."

"You don't know anything about my life," Taka snarled, leaning down as if preparing to pounce on Kahn.

"Oh please, what are you going to do? Pounce at me?" Kahn asked with a laugh, "I've already killed more than my fair share of your kind today, I don't feel the need to kill you as well, little lion."

"You're rather confident for someone who's lost his war," Taka spat as he glared at Kahn.

"I admit this little campaign has ended…less than optimally," Kahn stated with a sigh, "But it is only a minor setback. I will rule the Pridelands the same as I rule my own."

"I think not," Taka growled before leaping at Kahn. Kahn smirked before swatting Taka aside like a petulant child, batting the lion out of the air and sending him rolling across the dusty ground. Taka groaned in pain, feeling something cold and wet running down his face and over his eye, the stinging forcing him to close it. The rumbling laughter of Kahn drew his attention back to the tiger.

"That is quite the wound," Kahn observed as if he wasn't the one who had inflicted it, "I do believe it will leave a scar."

"There's a thought," Kahn continued, taping his chin thoughtfully as Taka tried to pick himself, "Scar. I much more memorable name, if I do say so myself. What do you say, Scar?"

"Don't call me that," Taka growled threateningly as he took a step towards Kahn.

"Are you going to try that again, Scar? Truly?" Kahn questioned with a sigh and a laugh, "My time here runs short and I tire of this game. I will be taking my leave now."

Turning, Kahn began to walk away from Taka, which only served to anger the lion further. Roaring, Taka leapt into the air, trying to pounce on Kahn. Before he could though, something slammed into him from the side, smashing him against the ground.

As Taka tried to push himself to his feet, he heard sinister chuckling from nearby. Lifting his head, he found himself staring into a pair of cruel black on green eyes. The eyes were attached to the body of lithe and powerful looking leopard. The black spotted cat snarled down at Taka, liking his teeth hungrily.

"The Assassin," Taka observed as he pushed himself up to his feet, earning a wicked grin from the leopard.

"I prefer Sabor, Scar," the leopard sneered with a raspy voice.

"Don't call me that," Taka snapped angrily.

"I'll call you what I please, Scar," Sabor replied simply as he began to stalk around Taka.

"Try not to kill him Sabor," Kahn said offhandedly as he began to disappear into the cloud of dust that covered the battlefield, "I find this one amusing."

"As you command, my Kahn," Sabor replied as Kahn disappeared into the dust before the leopard turned back towards Taka with a sadistic grin, "You know, I've grown to quite like the taste of lion."

"I thought he told you to spare me," Taka stated.

"It's a war," Sabor shrugged as his smile turned more vicious, "Accidents happen."

Then, with a snarl, Sabor leapt at Taka, the speed at which the leopard moved not allowing Taka a second to react. Luckily, he didn't have to.

A second before Sabor landed on Taka, a black shape shot out from the side and slammed into the leopard's side, sending him crashing to the ground and rolling across the hard packed earth.

Sabor snarled in agitation as he pushed himself to his feet, whipping his head around to glare at his attacker. Standing before him was a black panther, his fur a silky black covering his sleek body. He watched Sabor through narrowed, yellow eyes.

"Bagheera," Sabor snarled.

"Sabor," the panther replied with a smooth voice.

"I thought you would know better to get between me and my meals," Sabor stated as he began to circle the panther.

"I'm a slow learner," Bagheera replied, clearly unintimidated.

"Then I'll have to be sure this lesson sticks," Sabor spat before leaping at Bagheera with his teeth and claws bared. Bagheera snarled and dodged out of the way, avoiding Sabor as he clawed at the panther. Spinning around, Bagheera slashed at Sabor with his own claws, striking the leopard across the face. Sabor snarled in fury and lashed out, striking Bagheera across the face in turn. Bagheera quickly recovered as Sabor leapt at him again. Sabor's body slammed into Bagheera's, knocking the panther on his back. Bagheera quickly recovered though, planting his feet against Sabor's belly and pushing up, knocking the leopard away as the panther rolled back to his feet.

Sabor snarled as he pushed himself back to his feet, his eyes narrowing as he moved to attack Bagheera again. Before he could, a thunderous roar brought his attention to the edge of the canyon wall. Glaring down at them, Mufasa stood on the canyon's edge with Zazu perched on his shoulder and surrounded by a number of lions.

"The Lion King," Sabor muttered to himself before turning his attention back to Bagheera, "Another time, panther."

"I'll be counting the seconds," Bagheera replied coolly as Sabor turned and bound into the dust, disappearing. Bagheera looked in the direction the leopard had gone in for a few moments before turning his attention to Taka.

"Are you alright?" Bagheera questioned as he approached Taka.

"I'm fine," Taka replied, pushing himself to his feet, "I've had worse."

Reaching up, Taka gingerly touched the bleeding wound on his face, observing his now bloodied paw in surprise.

"Or perhaps not," Taka replied as he studied the blood on his paw.

At that moment, Mufasa had reached the canyon floor with the other lions and quickly approached Taka and Bagheera.

"Taka, are you alright?" Mufasa questioned as he approached, a worried look on his face, "I feared the worst."

"Well, it would appear your fears were unfounded," Taka answered, whipping his drying blood on the ground, "I am very much alive."

"Though not unharmed," Mufasa commented as he nodded to the wound on Taka's face, "What happened?"

"Courtesy of the Kahn," Taka explained, "I parting gift, if you would."

"You saw the Kahn?" Mufasa questioned, "What happened to him?"

"Disappeared," Taka explained, "Retreated into the dust with what remains of his forces. They're likely making for the Wastes to return to the jungles."

"Not all his forces," Mufasa observed, "What quarrel did the Assassin have with you?"

"The Kahn left him behind to discourage me from following him," Taka replied, "It was quite effective."

"Indeed," Mufasa mused, once more looking at the wound his brother had suffered.

"Should we pursue?" Taka inquired.

"No," Mufasa replied with a shake of his head, "That could be just what Kahn wants. We might be walking right into a trap."

"Or he might be going off to lick his wounds and regroup his forces," Taka retorted, "If we go now we can catch up to him and end this threat once and for all."

"At what cost, brother?" Mufasa questioned, his ire rising at Taka's continued pushing, "We've already lost a number of our people routing Kahn. I won't let anymore die trying to pursue him across the Wastes."

"So instead you'll lose more people when he inevitably returns," Taka sneered, "Oh, very wise, brother."

"Do not take that tone with me, Taka," Mufasa growled, "Brother or not, I am still your king."

Taka looked as though he wanted to say more, but held his tongue, choosing instead to merely narrow his eyes at Mufasa. Bagheera, watching the exchange from the side, gave Taka a weary and appraising glance.

"As you command," Taka said evenly after a moment, "My King."

This seemed to satisfy Mufasa, who sighed and nodded his head.

"I do not think you are wrong, brother," Mufasa admitted, "I just do not think it is the best course of action."

"As you say," Taka replied, his voice betraying no emotion.

"You should go rest, Taka," Mufasa said as he leaned closer to his brother, "You've done well today. Perhaps you should have Rafiki look at that cut. It looks like it might leave a scar."

Slowly, Taka brought his paw up to touch the wound that Shere Kahn had inflicted on him, the stinging sensation returning as he remembered the injury was there. A thoughtful look crossed Taka's face as he thought of what Kahn had said to him before leaving.

"Yes," Taka agreed with a slow nod, turning and beginning to walk away, "I think it might. I shall wear it with honor as a reminder of this conflict."

"In fact," Taka stated as he paused and looked back at his brother, "I like the sound of the name Scar. Has a nice ring to it, don't you think? Much better than Taka."

With a chuckle, he turned and walked away, leaving his brother to watch him leave with a confused and concerned expression.

"I would watch that one, Your Majesty," Bagheera spoke up, drawing Mufasa's attention towards the panther, "There is something off about him."

"That is my brother, Outlander," Mufasa stated in a warning tone.

"My point still stands," Bagheera replied, not backing down under Mufasa's gaze, "If you remember, I gave you much the same warning about Kahn."

"Indeed you did," Mufasa agreed, "But my brother is not Kahn."

"As you say, Your Majesty," Bagheera said neutrally.

"What will become of you now, Bagheera?" Mufasa questioned, "You are welcome to stay in the Pridelands if you wish. You have proven yourself a valuable ally and you have given much to help defend my people."

"I thank you for the generous offer, Your Majesty," Bagheera replied with a small bow, "But I am needed elsewhere. Kahn is still alive, and your brother speaks the truth. It is only a matter of time before he turns his eyes towards another kingdom, whether it be yours, the Old Ruins or even the Mountain Tribes."

"Bah, let him have those flea ridden apes," Zazu snorted in contempt, "It's not like they lifted a paw to help us."

"They had their own people to think of," Mufasa stated, quieting the hornbill but clearly not changing his opinion on the subject, "Not all of us have the freedom to consider the goodwill of all like our friend here. So you mean to cross the Wastes, Bagheera?"

"I do," Bagheera answered with a nod, "I know the Colonel plans to make his march back to the lagoon where the elephants birth their young."

"Ah yes," Mufasa stated in understanding, "His wife is with child and will be giving birth soon. I know Rafiki is planning on making the journey as well to help with the birth."

"He should make good company," Bagheera observed with a smile, "His wisdom is as revered in the jungle as it is here."

"Just don't keep him too long," Mufasa stated with a chuckle, "My wife is expecting as well."

"Congratulations, Your Majesty," Bagheera said, his smile growing, "That is wonderful news."

"Indeed," Mufasa agreed as he began to walk out of the Dry Mazes, Bagheera following along at his side, "It is exactly what we need to begin a time of renewed peace."

"Are you hoping for a son or a daughter?" Bagheera questioned.

"A son," Mufasa answered with a grin, "Though don't let my wife hear you say that."

"Mums the word, Your Majesty," Bagheera stated, "I'm sure he will do you proud."

"I hope so, Bagheera," Mufasa said with a nod, "I truly hope so."

A/N: So the idea for this story has been bouncing around in my head since it was suggested to me almost a year ago and I've been working on it here and there in between other stuff. I hope you guys like it, this is only the first chapter and I'm already having fun with it. Shout out to Z-King for suggesting the story. Turns out, if your idea is good enough, I do indeed do requests. As always, feedback and critiques are always welcome, so please review! Later!


	2. The Wastelands

**Chapter 2: The Wastes**

The sun glared down at the desolate landscape, the very ground seeming to sizzle under its gaze. In every direction, blasted landscape stretched as far as the eye could see, made up of shifting sand dunes and hard packed, barren earth. Making their way across the lifeless land known as Wastes was a line of animals, mostly elephants though with a few stand outs as well. One such animal was Bagheera, who was doing his best to keep up with the long limbed elephants as he used the shadows cast by their bulk to keep out of the blistering sun.

As he walked along, Bagheera noticed another creature that stood out amongst the herd of elephants. Walking along with the herd was an old monkey, a mandrill by the looks of him, with wild mane of white hair surrounding his multicolored face and expressive black on yellow eyes. He walked with a staff made from an old bent stick with a few fruits tied to one of the ends. Bagheera changed the direction he was walking so that it brought him closer to the old monkey.

"Come to keep old Rafiki company, have you?" the monkey commented with a chuckle as he glanced over at Bagheera.

"The elephants aren't very good for conversation," Bagheera explained with a smirk of his own, "Especially out here."

"It takes much to cross the Wastes," Rafiki commented as he gave Bagheera an appraising look, "It has been quite a long time since I saw a panther."

"We're not very common in the Pridelands," Bagheera explained.

"Nor in the jungles where we are headed," Rafiki observed, "You are very far from home, my friend."

"Indeed I am," Bagheera replied with a neutral voice.

"Then where do you come from?" Rafiki questioned, "If I may pry, that is."

"I come from a faraway place," Bagheera explained, a thoughtful look on his face, "I'm not even sure how far."

"How did you come to be here then?" Rafiki asked, intrigued.

"Men," Bagheera said simply, "A group of men ambushed me in my home and took me away. They brought me somewhere where only men lived, placed me in some sort of den with no way out, the walls made of sticks harder than any stone."

"What did they want with you?" Rafiki questioned, though Bagheera got the feeling the old monkey knew more than he was letting on.

"It seemed they wanted to…watch me," Bagheera explained, "The same man and his cub would come in every day and spend some time watching me and feeding me slabs of meat."

"It sounds like you were well taken care of," Rafiki observed, "Better than you would be out here."

"Yes," Bagheera agreed, though his eyes spoke to deeper truths.

"But you longed to escape all the same," Rafiki continued with a smile.

"Even with all the meat in the world," Bagheera explained, "It wasn't home."

"So, how did you escape?" Rafiki questioned.

"I didn't," Bagheera answered, "The man let me go."

"Why would he do something like that?" Rafiki asked.

"I'm not sure," Bagheera replied grimly, "All I know is that the cub wasn't there anymore."

"Perhaps the cub died," Rafiki suggested, "Perhaps seeing you reminded the man of his cub and he could not bear it. Perhaps he felt guilty."

"Perhaps," Bagheera agreed as he nodded with a pensive look on his features, "Perhaps."

"So what brought you to the Pridelands?" Rafiki questioned.

"I was released on the far edge of the Pridelands," Bagheera explained, "I am not built for these lands and I would have surely died if I wasn't found by a group of lionesses out for a hunt. They brought me back to Pride Rock and Mufasa took me in. The pride then helped nurse me back to health."

"It wasn't long after that that Shere Kahn's forces attack, correct?" Rafiki questioned.

"Yes," Bagheera affirmed, "After everything they had done for me, it was only right for me to help Mufasa and his people defend their lands."

"So, what are you doing now?" Rafiki questioned.

"Though the king was wise to not follow Kahn, his brother was right," Bagheera explained, "Kahn will return, he is only biding his time and licking his wounds. Mufasa cannot leave his lands, but I can."

"That is why you journey with us?" Rafiki asked.

"I feel I will be most useful keeping tabs on Shere Kahn and trying to figure out what his next course of action is," Bagheera explained, "Plus, as I said before, I am more at home in the jungle than on the savannah."

"A wise decision," Rafiki agreed, "I am sure the king will be happy for any information you can provide."

"I hope it will be enough," Bagheera replied, "Can you tell me anything about the jungles we are traveling to?"

"What would you like to know?" Rafiki questioned.

"What sorts of animals live in these jungles?" Bagheera asked.

"As you no doubt expect, a group of tigers make their home here, led by Shere Kahn," Rafiki explained, "They live in a collection of abandoned man dens deep in the jungle. The elephants split their time here and in the savannah. In the jungle, they spend most of their time in the lagoons, which is why most of the jungle denizens refer to them as the Ivory Pools."

"Who else can I expect?" Bagheera questioned.

"A population of leopards live in the jungle as well," Rafiki continued, "They are few and far between, chief among them being Sabor, who I believe you are already familiar with."

"The assassin and I have crossed paths before, yes," Bagheera answered with a scowl.

"He is much more than an assassin," Rafiki warned, "He is a monster in every sense of the word. He kills neither for sustenance nor belief. He kills simply because he enjoys killing. If he were soaked in all of the blood he has spilled he would be redder than any tiger."

"Someone should deal with that one," Bagheera observed, glaring at the ground before him.

"I'm sure someone will," Rafiki replied with a knowing nod, "In addition to the animals I have mentioned, there are two groups of apes living in the jungle. A group of monkeys, baboons and orangutans live in another abandoned man den near the edge of the jungle. They're led by an orangutan who styles himself King Louie."

"This is the second abandoned man den you've mentioned," Bagheera observed, "Are there any occupied man dens in the area?"

"Yes," Rafiki replied, "Past the very edge of the jungle is a collection of man dens on the coast."

"The coast?" the panther questioned with surprise.

"Yes, the jungle is located where the land meets the Great Waters," Rafiki elaborated, "Most of it is made up of rocky cliffs that fall straight down to the crashing waves below, but the men have found where the land and waters are on even ground and built their dens there."

"Why would they build them there?" Bagheera questioned, "From what I know, you cannot drink from the Great Waters."

"Who knows?" Rafiki replied with a laugh, "The ways of men are a mystery to the minds of the rest of us."

"Is there anything else I should know?" Bagheera asked.

"Yes," Rafiki answered, "In the jungle, there are a collection of mountains known as the Silver Hills that are controlled by a troop of gorillas."

"Seems to be a populous place," Bagheera observed as the group approach a ridge, "When will we reach the jungle?"

"See for yourself," Rafiki answered with a chuckle as they crested the ridge, the old monkey motioning towards the lush green jungle that had appeared on the horizon. Bagheera's eyes widened and his jaw dropped slightly as he looked at the jungle, before a smile slowly crossed his features.

"Now there's a sight I never thought I'd see again," Bagheera commented as he took a moment to take in the sight of the lush, green jungle.

"Come," Rafiki beckoned as he continued towards the jungle with the elephants, "It's much more beautiful up close."

Nodding his head, Bagheera followed the Rafiki as they and the herd of elephants crossed the remaining desert, walking through scrub brushes and grass before crossing the threshold into the jungle. Entering the jungle was like entering a whole different world. All around Bagheera was the sounds and smells of life as lush vegetation appeared in every direction he looked. Bagheera smiled as looked around before letting out a contented sigh.

"It's not home," the panther mused, "But it's close enough."

"Come, my friend," Rafiki spoke up from his position on a nearby rock, "This way. This way."

Following Rafiki, Bagheera made his way down a well-trodden path through the jungle, walking along with the herd of elephants as they lumbered through the vegetation. After a few minutes, they came to a large clearing, dominated by a large lagoon. At one end of the lagoon was a large cliff, a waterfall cascading over its edge and feeding the lagoon. A number of elephants had already wandered into the lagoon, using their long trunks to scoop up water and bathe themselves with it.

"The Ivory Pools, I take it," Bagheera observed as he stopped next to Rafiki.

"You are quite observant, my friend," Rafiki replied with a chuckle before he leaned down and scooped up some water with his hand and taking a drink. Seeing this prompted Bagheera to lean down and take a long drink, soothing his parched throat. As he pulled his head back from the water, Bagheera glanced to a different part of the lagoon shore. There he saw two elephants watching over the rest, a large bull elephant and his apparent mate, who was clearly pregnant. Bagheera regarded them for a moment before wandering over them.

"Colonel Hathi," Bagheera greeted as he approached.

"Bagheera," the bull elephant replied, looking down at the panther, "I see you made the trek in one piece."

"It's an arduous journey, I will admit," Bagheera agreed.

"What is your plan now?" Hathi questioned.

"I plan to make my home here in the jungles," Bagheera answered, "I'm hoping to keep an eye on Shere Kahn and his forces while I am here for you and the king."

"Any information will be greatly appreciated," Hathi agreed with a nod, "I'd have my own men provide recognizance but…"

Colonel Hathi paused as he watched another elephant trip over an exposed root that sent it tumbling into the water with a loud splash and an even louder trumpet of surprise. Hathi looked on impassively as Bagheera watched the scene with wide eyes.

"Subtlety and subterfuge are not our…forte, if you will," Hathi finished as he glanced back at Bagheera who nodded in agreement. As they talked, Hathi's mate let out a startled yelp before touching her trunk to her stomach.

"Are you alright?" Bagheera questioned with concern.

"Just the baby kicking is all," she reassured him.

"I take it you're due soon," Bagheera observed.

"Yes, soon," she replied with a nod, "Rafiki was good enough to come and help deliver the baby."

"Any hopes?" Bagheera asked.

"A boy," Hathi answered, "A big, strong boy."

"But we will be happy with whatever it turns out to be," his wife chided, causing Hathi to sigh and roll his eyes.

As the two elephants talked, Bagheera noticed something moving through the water among the animals. Looking closely, Bagheera saw that it was some sort of bear floating on its back in the lagoon, allowing the gentle current to carry it towards the shore. The bear was greyish blue in color and looked rather hefty.

"Hey, look at this," Bagheera heard the bear say with a deep, mellow voice as he floated past the elephants, "My pachyderm pals have plodded back to the pond."

Pulling himself to the shore, the bear shook himself off, causing Bagheera to flinch as the water splashed him.

"And they brought a new friend," the bear observed, chuckling as he noticed Bagheera's now wet state, "Sorry, friend, didn't see you there."

"Evidently," Bagheera groused as he shook some of the water off, "Who are you?"

"The name's Baloo," the bear introduced himself, "What's your name, my feline friend?"

"Bagheera," the panther answered.

"Bagheera?" Baloo questioned, "Bit of a mouthful if you ask me. Mind if I call you Baggy?"

"I do actually," Bagheera replied before turning his attention back to Colonel Hathi, "Who is this…bear?"

"Baloo is a denizen of this jungle and a friend," Hathi explained with a chuckle, "He's harmless."

"You say that like it's a bad thing," Baloo stated with a chuckle, "So, what brings you to these parts, Baggy?"

"If you must know, I've come to keep an eye on Shere Kahn and his ilk," Bagheera replied as he shot Baloo a glare, "And don't call me that."

"Keeping an eye on Kahn?" Baloo questioned as he wandered over to a nearby tree and picked a fruit from it, "That's some pretty heavy stuff. Kahn's not someone who likes folk sticking their noses in his business."

"I'm well aware of the risks," Bagheera answered, watching Baloo with narrowed eyes, "I owe my services both to the colonel and the king."

"Seems like a drag to me," Baloo observed as he took a bite from the fruit, juice dribbling down his chin, "The way I see it, the less you worry, the happier you'll be. _Hakuna matata _and all that."

"_Hakuna matata_?" Bagheera questioned in confusion, "What does that mean?"

"No worries, Baggy," Baloo replied, taking another bite of the fruit.

"There are more important things than personal happiness," Bagheera pointed out.

"I suppose there is," Baloo agreed, "But let me ask you a question, Baggy. Wouldn't life be a lot easier if everyone thought like me?"

Bagheera had no answer to that question.

"I think that's enough philosophizing for the day though," Baloo stated as he finished the fruit, wiping the juice off his chin with the back of his paw, "How about I show you around, Baggy? I know this jungle like the back of my paw, I'm sure I can find you a place to settle down."

"Very well," Bagheera sighed before turning to Hathi and his wife, "It was a pleasure traveling with you."

"You as well," Hathi replied with a nod, "I hope you get settled well."

"I as well," Bagheera stated before turning to follow Baloo as the bear led him deeper into the jungle.

"Don't worry, Baggy," Baloo stated, walking on his hind legs as he brushed some leaves out of the way, "We'll get you a nice set up for you to crash at."

"I can only imagine what you think is a 'nice set up'" Bagheera stated snidely as he moved under the leaves.

"You know Baggy, I think this is the beginning of a beautiful friendship," Baloo observed as he let the leaves fall back into place behind them.

"Don't call me Baggy," Bagheera snarled in reply as the two of them disappeared into the jungle.

_Later,_

Night had fallen over the jungle, the moon and stars staring down at the shadow-filled forestation. Peeking out of the jungles were groups of ruins, stone buildings that were slowly but surely being reclaimed by the surrounding wilds. Once manicured terraces were overgrown with shrubs and ferns. Tree roots broke through the weathered rocks of the once towering buildings, many of them lacking roofs, their interiors exposed to the elements. Any colors there had once been on the structures had washed away and what few statues remained standing had had their features stolen by the wind and rains.

The ruins were still, the wind passing through the trees providing the only movement. Then, the undergrowth on the edge of the ruins began to stir before, one by one, tigers began to emerge from the jungles. The moonlight cast their hides in reds and blacks as the tigers padded silently through the abandoned streets of what was once a great city. The large form of Shere Kahn moved among them, the other tigers doing their best to give their king a large berth. The only creature that dared walk with the brooding tiger was Sabor, his yellow hide turning an ugly brown in the darkness.

The two walked in silence across the broken cobblestone roads, eventually coming to a large, stone pyramid that had been built at the center of the ruined city. Ascending the weathered stairs, the two reached the top of the pyramid, where what once was a lavish throne room sat. The room was largely barren, with ugly black roots crawling up the walls and covering the ceiling. At the center of the room was a large, partially ruined, stone throne. Shere Kahn walked up to the throne and curled up in it, looking out the large open doorway across from the throne at the jungle flowing out to the horizon beyond.

"What now, my Kahn?" Sabor questioned, breaking the silence as he looked up at Shere Kahn on his throne.

"What we need now is a new plan of attack," Kahn surmised, still staring out at the jungle, "Madness is doing the same thing and expecting different results. I must have a new strategy if I am to bring Mufasa low."

"What plan is that?" Sabor questioned.

"To know that, I need information," Kahn replied as he looked down at Sabor, "Find me Kaa."

"No need, my Kahn," a soft, hissing voice said from the shadows, "I am already here."

Turning to look in the direction the voice had come from, Kahn watched as a large brown and grey python slithered out of the shadows towards him. The python coiled part of its massive bulk at the foot of Kahn's throne, resting its head on the folds of its form as it looked up at the tiger with mesmerizing yellow eyes.

"Skulking in the shadows as usual, Kaa?" Kahn questioned, arching an eyebrow at the python.

"I heard tell of your return," Kaa answered, "I knew you would sssssummon me, sssso I took the liberty of waiting for you here."

"Very keen of you," Kahn observed, "But do make sure you don't overstep your bounds. You might meet a sticky end if you do."

"I ssssee," Kaa replied neutrally.

"What have you to tell me?" Kahn questioned.

"Not much hassss changed ssssince you left for the Pridelandssss," Kahn stated, "However, shortly after you arrived back in the jungle, the elephantsss returned to their lagoon."

"Having the colonel so close will certainly make any movements in the near future difficult," Kahn stated pensively.

"There'ssss more," Kaa continued, "The elephantssss did not come alone."

"What do you mean?" Kahn questioned.

"They came with the wissse monkey," Kaa explained, "And the outlander."

"Bagheera!?" Sabor snarled angrily, whirling his head around to look at Kaa, "The panther is here!?"

"He prowlsss the jungle asss we ssspeak," Kaa affirmed, glancing over at the leopard as he spoke.

"I'll had enough of that whimpering kitten in the Pridelands," Sabor spat, pacing with agitation, "I'll gut him for thinking he can walk on my hunting grounds."

"Calm yourself, Sabor," Kahn chided, looking over at the leopard, "There will be enough time for that later."

Kahn turned his attention back to Kaa.

"Why has the outlander come to my jungle?" Kahn questioned.

"I am not certain asss of yet," Kaa replied, "I believe he may have come here at the behessst of Mufasssa."

"No doubt," Kahn agreed before waving his paw at his two servants, "You're both dismissed for now. I need time to ponder on what I have learned."

"Yes, my Kahn," Kaa and Sabor said in unison before they both turned and left, the python slithering down the stairs next to the leopard.

As they descended back towards the ground, Kaa glanced up at the night sky, taking note of the rolling dark clouds that were quickly blocking out the stars and moon.

"SSStormsss coming," Kaa observed, prompting Sabor to glance up to confirm what the python said.

"Indeed," Sabor agreed, "Best seek shelter, snake. You never know what a storm could send crashing down on your head."

A/N: After all the positive feedback I got from the first chapter of this story, I was very excited to write this one, even though it took me awhile to get it out. A lot of world building in this one, hope you guys liked it all the same. As always, feedback and critiques are always welcome, so please review! Later!


	3. Strangers

**Chapter 3: Strangers**

The waters of the sea churned violently, mimicking the dark clouds that covered the night sky, illuminated every few seconds by crackling lightning. The wind howled and the thunder boomed, shaking the very air as the foaming waves crashed into one another. Amongst the fury of the storm, a single ship fought valiantly to stay afloat, searching desperately for a safe harbor.

On the deck of the ship, the crew ran back and forth, tying down lines and securing the rigging as they tried to keep the ship afloat. One man ran around with the rest of the sailors, offering his hands and strength to aid in their endeavors.

He was tall and athletically built with blue eyes and dark brown hair along with a bushy mustache that connected to his sideburns. He wore a simple white shirt that was being soaked by the lashing rain, along with navy blue pants and brown leather shoes. After helping one of the sailors finish tying some rope into a knot, the loud wail of an infant brought his attention to the ship's forecastle where a woman was standing with a screaming baby.

The woman was roughly the same age as the man with a pale complexion and auburn hair she wore held back by an olive ribbon. She was dressed in a similarly colored dress and clenched a screaming baby boy swaddled in a white cloth.

"Alice!" the man shouted over the sound of the raging storm, "Alice, what are you doing out here!?"

"It's too dangerous below deck, John!" the woman, Alice, replied as she tried to comfort the screaming child in her arms, "The cargo has come loose in the hull and one sailor was thrown so hard against the wall that his arm broke!"

"You have to find a place to hunker down!" John answered, looking around wildly for a place for his family to take shelter. As he looked around, thunder boomed overhead as a lightning bolt struck the mast, causing the top half of it to explode in a shower of splitters, fire and burning canvas. There was a groaning sound as the rest of the mast began cracking and falling, the ropes holding it up snapping as it tumbled to the deck. Men screamed and ran for cover as the mast smashed against the deck, sending John and Alice falling to the ground, the baby held safe in her arms.

John shook his head as he pulled himself up, his vision blurring as he tried to regain his bearings. Looking around, he saw that the fallen mast had severely damaged the ship, leaving gaping holes in the deck. Fire was spreading rapidly across the wooden boards of the ship, looking to consume the whole vessel, if it weren't already sinking into the churning water. The dead and the dying littered the remains of the deck but there was one person he did not see.

"Alice!" he shouted over the fury of the storm, fear rising in his chest, "Alice, where are you!?"

Suddenly, the sound of a wailing infant came up from the din that surrounded him. Following the noise, John found Alice picking herself up, her clothing singed and her face and hands dirtied, but otherwise unharmed. Their son was clutched fast in her arms, wailing at the chaos that surrounded them.

"Are you alright!?" John shouted over the sound of the storm, placing his hands on Alice's shoulders.

"I'm fine!" Alice yelled back, holding her son close to her breast, "We have to get out of here!"

John knew Alice was right. The whole ship was falling apart around them and if they weren't quick, they would go down with it. Looking around, John attempted to find something through the fire and smoke.

"There!" John shouted, pointing at something through the blaze, "The dingy is still attached!"

Taking his wife's hand, John led the way across the burning deck, jumping over and dodging around the flaming debris that barred the way. Reaching the dingy, John quickly pulled off the tarp covering the dingy before helping Alice into the boat. As Alice sat on one of the seats, John quickly set to work untying the dingy from the ship.

"What are you doing!?" Alice cried as John began to lower the dingy down, "You're coming with us, aren't you!?"

"Of course!" John replied with a small laugh as he lowered them further, "I'd just rather get in down there then up here!"

As John spoke, a wave slammed against the ship, sending it rocking. The force of the blow snapped the winch, sending John falling to the deck and causing the dingy to fall a short distance and splash into the ocean. As John recovered, he quickly pulled himself to the railing and looked down. John sighed with relief as he saw the boat floating below, Alice sitting in the center with their son still in her arms.

A loud crack caught John's attention, causing him to turn around to see that the front of the ship had already dipped below the water. Moving quickly, John threw himself over the side of the ship and dove into the volatile water below. The sea was cold compared to the burning ship and the shock stunned John for a moment. Regaining his bearings, John swam to the surface, gasping for breath as he struggled to keep his head above the rough waters.

"John!" Alice called from the dingy, holding her hand out to her husband. Swimming through the water as the waves crashed down on him, trying to pull him back under the surface, John reached the dingy and began pulling himself up, Alice grasping the back of his soaked shirt and helping to yank him on board.

Gasping for breath, John rolled onto his knees, facing Alice. Reaching out, he quickly embraced her, Alice wrapping her free arm around John and burying her face into the crook of his neck. Pulling back, John looked down at his son and stroked his head, the baby calming and smiling as he looked up at his father.

Hearing the loud crack of burning wood, Alice and John looked back just in time to see the burning hulk of the ship disappear beneath the waves, extinguishing the fires and plunging the area into darkness. Alice and John shared a worried look before turning to look towards the shoreline, just in time for lightning to illuminate the jungle covered shores.

"Look!" John exclaimed, pointing towards the shore as it darkened again, "There's a cove! If we can get to it, we'll be safe!"

"Do you think we can do it?" Alice questioned uncertainly.

"We'll have to," John replied with determination as he pulled the oars out of the bottom of the boat and placed them in their locks before he began paddling through the churning waters towards shore, "It's the only way."

_Later_,

Bagheera prowled through the thick foliage of the jungle, flitting through the shadows cast by undergrowth. After a few minutes of silently stalking through the jungle, Bagheera came to a small clearing. Entering the clearing, Bagheera looked around for a few moments, a confused look on his face as he found himself alone. After a moment, he suddenly felt something tap him on the head, bringing his attention upwards where he found Rafiki hanging from a branch above him.

"And here Rafiki thought you were born in the jungle," Rafiki observed with a laugh, "If you were, you would know to always look up!"

"I guess I've forgotten some things since I've been away," Bagheera observed as Rafiki flipped to the ground in front of him.

"How are you settling in to your new home?" Rafiki questioned, "Was Baloo able to find you a suitable den?"

"He was," Bagheera answered with a nod, "He may be a bit of a buffoon, but he certainly seems to know the area."

"Do not let his attitude fool you," Rafiki said, "Baloo is one of the wisest creatures Rafiki knows."

"Perhaps, but I have yet to see it," Bagheera replied with a snort, "Speaking of knowing the area, wasn't there something you wanted to show me?"

"Yes, yes, come, follow Rafiki," Rafiki urged as he began walking across the clearing, prompting Bagheera to follow him.

"What is it you wanted to show me?" Bagheera questioned as they crossed the clearing and entered the jungle once more.

"It is not what Rafiki wanted to show you," the monkey answered as he led the way, "It is who he wanted you to meet."

"And who is that?" Bagheera pressed as they tread through the undergrowth.

"We are going to see King Louie," Rafiki answered, pushing a low hanging branch out of his way as he walked.

"The orangutan?" Bagheera questioned as he ducked under the branch as well, "Why do I need to meet him?"

"You are wanting to be useful to King Mufasa, yes?" Rafiki questioned as he glanced back at Bagheera.

"Yes," Bagheera answered, unsure of where the line of questioning was going.

"Then it is important that you understand the jungle as much as possible," Rafiki explained, "You must understand the kind of creatures that live here."

"I suppose that makes sense," Bagheera agreed with a nod.

"Very good," Rafiki stated with a laugh, waving Bagheera onwards, "Come along now, we are almost there."

The two of them walked through the thick jungle for a few minutes before the foliage began to thin. As it did, a number of old ruins came into view. Bagheera guess that it had been a long while since any men had lived in this place. All of the ruins were made of cut stone, but the passage of time had worn them down to simple rocks. Virtually every building had crumbled in some fashion, leaving piles of rubble that were overrun with vines and other undergrowth. Here and there, trees had sprouted out of the ruins, their mighty roots ripping the stone foundations of the building asunder.

As the two of them made their way through the ruins, subtle sounds of movement brought Bagheera's attention upwards, where he saw something moving in the trees and ruins above.

"We are being watched," Bagheera observed quietly.

"Of course," Rafiki replied nonchalantly, "You think we were going to walk up to his doorstep unnoticed?"

"No," Bagheera stated, shooting glances at the shadows above him, "But I would prefer that if someone wishes to confront me, they don't beat around the bush about it."

"Be careful what you wish for, intruder," a voice growled before a group of figures dropped in front of Bagheera and Rafiki, The group consisted of seven monkeys with grey fur and black paws. Their faces had long, blue and red colored snouts that held jaws filled with pointed teeth. They all eyed Bagheera suspiciously with their black-on-yellow eyes. Bagheera noticed the one standing at the center was half again as large as the others, who all were slightly larger than Rafiki.

"Baboons," Bagheera muttered to himself as the monkeys approached them.

"Kapteni," Rafiki greeted the largest baboon with a smile and a laugh, "Rafiki is honored that you've come out to see an old creature such as he."

"The honor is mine, Wise One," the baboon, Kapteni, replied reverently as he bowed his head Rafiki before shooting a dirty look at Bagheera, "Forgive my ignorance, but why have you brought this creature into our midsts?"

"This is Rafiki's new friend, Bagheera," Rafiki explained as he gestured towards the panther, "Rafiki is bringing him to meet with King Louie."

"Pardon me, Wise One, but why would the King wish to meet with riffraff like this?" Kapteni questioned, still eyeing Bagheera suspiciously.

"I'm standing right here, you know," Bagheera growled as he glared at Kapteni.

"Important things are happening," Rafiki explained, ignoring the tension in the air, "Shere Kahn has returned to the jungle."

"We are aware of the Tiger Kahn's return," Kapteni stated as he turned his attention back towards Rafiki, "The King has already started making plans to protect our lands."

"As have we," Bagheera spoke up, gaining another glare from Kapteni, "I have come here to keep tabs on Shere Kahn for King Mufasa of the Pridelands."

"What use do we have for the Lion King's spy?" Kaptani questioned contemptuously.

"I offer my services and knowledge to any good creature of this jungle that wishes to use them," Bagheera explained with an edge in his voice, "Including your king."

Kapteni glared at Bagheera for a few moments before he let out a snort.

"If the Wise One believes you have worth, who am I to question him?" Kapteni questioned before he leaned in close to Bagheera, "But if you try anything, I'll break your neck myself."

"Noted," Bagheera replied, glaring unflinchingly back at the baboon.

Kapteni snorted once more in reply before turning and walking away, signalling the other baboons to fall in with him as they all made their way deeper into the ruins.

"Pleasant fellow," Bagheera observed as he and Rafiki began to follow the baboons.

"Kapteni is the captain of King Louie's guards," Rafiki explained as they walked, "He takes his job very seriously and is not very fond of outsiders."

"I can see that," Bagheera replied before he gave Rafiki a questioning look, "He seems very fond of you though."

"Rafiki does all he can to help the good creatures of these lands," Rafiki explained with a chuckle, "Some creatures like to show their appreciation."

"I'm not sure I would call it mere appreciation, "Wise One,"" Bagheera replied with a smirk, earning another laugh from Rafiki.

As they continued to follow the baboons through the ruins, Bagheera noticed they were drawing closer what was once a particularly massive man den. Time and the wilds had damaged it as much as the ruins that surrounded it, leaving broken, cracked stones that were overgrown with vines and roots. The roof of the structure had long since fallen in, leaving the inside of the ruin exposed to the open air.

Entering the ruin, Bagheera found the den was just as damaged as the outside appeared. Rubble lay strew across the ground, covering much of the stone floor. The group walked through a long hall before entering a massive room, the branches from the surrounding trees hanging in through the massive hole in the ceiling. Large chunks of rock lay strewn around the room, which dozens upon dozens of smaller monkeys were using as perches, hooting and hollering as Bagheera, Rafiki and their escorts entered the room.

"The Bandar-log," Rafiki commented in a hushed tone as they walked, "The most numerous of King Louie's subjects."

On the opposite side of the room, lounging lazily in a finely stone carved of stone was an orange coated orangutan that could only be King Loue. As the group reached the foot of Louie's throne, the orangutan held up one of his hands, instantly silencing the gathered monkeys.

"Your Majesty," Kapteni said as he bowed before King Louie, the other baboons following suit, "The Wise One has arrived as expected and he has brought a...guest."

"Well, you know how much I love guests," Louie commented with a smirk before waving his hand dismissively at Kaptani, "Return to your post, Captain. I will see to our guests."

Kaptani nodded and bowed again before he and his fellow baboons made their way to the edges of the room before climbing up and out through the large hole in the ceiling. As Bagheera watched, he saw Kaptain turn and shoot him one final glare before disappearing into the trees. Bagheera glared up at the space that Kaptain had occupied before the sound of clapping brought his attention back towards King Louie.

"Rafiki, my friend!" Louie greeted happily as he stood up from his throne and began approaching the two of them, clapping his hands above his head as he walked, "It has been too long!"

"Indeed it has, my king," Rafiki replied with a laugh as the two embraced each other, "I see you have been faring well."

"As well as can be hoped," Louie replied as he pulled back before turning his attention towards Bagheera, "So tell me, who is this mysterious stranger you've brought into my midsts?"

"My name is Bagheera," the panther answered, looking Louie in the eye as he spoke.

"Bagheera," Louie repeated with a thoughtful nod, "A pleasure. I must say, I've never seen a leopard of your color before."

"That's because I am a panther," Bagheera answered.

"A panther?" Louie questioned with a smile, "How...intriguing."

Bagheera felt a sense of unease in his stomach as Louie continued to smile at him.

"Now, I'm sure my old friend Rafiki wants to chat with some of my subjects," Louie said as he signaled the panther to start walking with him, "Why don't you take a walk with me so that I can get to know you better."

Bagheera glanced over at Rafiki, who nodded and smiled a the panther. Sighing, Bagheera turned back to Louie and began following him. The two walked in silence for a few moments as they exited the large throne room into a side hallway, one of the ruined walls allowing them a few into the jungle beyond.

"So, where do you come from Bagheera?" Louie questioned, his hands clasped behind his back as he walked.

"I come from a land far to the east of here," Bagheera explained, "I'm not even sure how far it is from here."

"Seems you have something in common with Rafiki then," Louie observed with a knowing smile.

"What do you mean by that?" Bagheera questioned.

"Unlike what you may have imagined, Rafiki is not from the jungle," Louie explained, "Nor is he native to the Pridelands."

"So, where did he come from?" Bagheera asked.

"No one knows in truth," Louie went on with a shrug of the shoulders, "He just showed up in the Pridelands one day and came to our jungle not long afterwards. My subjects were quite taken with him and his...wisdom. Some even believe that he was once some kind of king far to the east. They said he could jump for miles and ride on the clouds and that his staff could stretch to the horizon."

"It does sound quite...far-fetched," Bagheera agreed with a nod, before looking at Louie with an appraising eye, "I also hear a bit of...resentment in your voice."

"Resentment?" Louie questioned with a hollow laugh, "You presume much, Bagheera."

"I only comment about what I see," Bagheera replied, earning another laugh from Louie as they continued to walk.

"So, how did you come here?" Louie questioned, "Are you a wanderer like Rafiki?"

"No," Bagheera answered, uncertain of how much he should reveal to the orangutan, "I was taken."

"Taken?" Louie asked curiously, "By whom?"

"Men," Bagheera replied, watching Louie carefully.

"Men?" Louie questioned, an intrigued look on his face, "You spent time with men?"

"I spent some time as their captive, yes," Bagheera answered.

"How did you escape?" Louie pressed.

"I didn't, they let me go," Bagheera explained with a sigh, "It's a long story that I do not feel like going into detail with you."

"Very touchy," Louie observed with a chuckle,"So, you must have learned much while you were with them."

"I know more about men than most creatures," Bagheera answered with a cautious nod, "What are you digging for?"

"Let me answer that with a question of my own," Louie replied as they reached the end of the hall and stepped out into the ruins, "Do you know how I got into my position?"

"I don't understand," Bagheera replied in confusion.

"Don't tell me the question hasn't entered your mind," Louie stated with a slight condescending tone, "That you haven't already wondered how I could gain power in a jungle with the likes of Shere Kahn and Colonel Hathi mucking about."

Bagheera did not say anything, but the look that he gave Louie spoke volumes, causing his smile to widen.

"It's because I'm smarter than them," Louie continued smugly, "I know how the world works better than any of them. Better than you, I imagine."

"If you're so smart, why are clearly trying to get something out of me?" Bagheera questioned with narrowed eyes.

"Being smart means knowing when something or someone can be of use to you," Louie explained, "As smart as I am, I do not know everything, but I do know where I might find sources of information that could fill the gaps in my knowledge."

"You think I know something that you do not," Bagheera surmised, "Because I spent time as a captive of men."

"You have closer to men than any creature I have yet encountered," Louie stated, "I'm sure you managed to pick up a thing or two during your captivity."

"I wasn't exactly in a studious mood during my time there," Bagheera replied, "And even if I was, why do you think I'd help you?"

"Because I know how to put the information to use," Louie explained, "You and I are after the same thing."

"And what is that, exactly?" Bagheera questioned as he crooked an eyebrow at Louis.

"We both see Shere Kahn as a threat," Louie went on, "And we want him eliminated."

"This might be true," Bagheera admitted, "But I have the feeling we want Kahn eliminated for different reasons."

"Be that as it may, I think you have the knowledge I seek," Louie went on.

"And what knowledge is that, exactly?" Bagheera questioned wearily.

"The secret of Man's Red Flower," Louie replied with a wide grin.

"Fire?" Bagheera asked, aghast, "That's your game? You want to know how to make fire?"

"All of man's power springs from his knowledge and control of fire," Louie explained, curling one of his hands into a fist, "It is the one thing that Shere Kahn fears."

"As he should," Bagheera replied, "Fire is an uncontrollable force of pure destruction. Knowing how to create it will only lead to the deaths of you and everyone around you."

"As men have destroyed themselves?" Louie retorted with a knowing smile, "Fire can be controlled and it can be put to use. Men have done it and I aim to do the same."

"You're mad," Bagheera stated with disgust.

"I'd watch my tongue if I were you, panther," a voice said from behind Bagheera. Turning, Bagheera found Kaptani sitting on a ruined wall above him, flanked by six of his fellow baboons.

"What is this?" Bagheera asked, turning around to glare at Louie.

"I merely wish to know what you know, my friend," Louie answered with an insincere smile.

"Well, unfortunately for you I don't know anything about fire," Bagheera stated with a glare.

"I hope you don't take it personally if I don't believe you," Louie answered as Kaptani and his baboons began to draw closer to Bagheera, "I believe Kaptani has a few questions for you on the subject."

"On what subject?" another voice said, drawing everyone's attention to Rafiki as he approached the group from down the hall.

"Wise One," Kaptain greeted in surprise and worry, bowing his head along with his fellow baboons, earning a look of disgust from Louis, "We were only…"

"Discussing Bagheera's past," Louie answered, shooting a look at Kaptani, causing the baboon to bow his head again, "It is quite fascinating."

"Indeed it is," Rafiki agreed with a chuckle as he gave Louie a knowing look, "For you especially, Rafiki imagines."

Louie's only answer was to give Rafiki a smile that did not meet his eyes.

"Regardless though, it has come time for the two of us to leave," Rafiki said as he turned his attention towards the panther, "Bagheera?"

"Right," Bagheera agreed with a nod, glancing at Kaptani as he began walking away, the baboon glaring half-heartedly at the panther as he passed.

"It was a pleasure meeting you, Bagheera," Louie said, prompting the panther to pause and glance back at him.

"The pleasure was all mine," Bagheera answered with an insincere smile, "It's a shame I wasn't able to answer those questions of yours."

"Oh, don't worry," Louie replied with an almost savage grin, "We'll get another chance."

With that, Bagheera turned and left alongside Rafiki, missing the angry look Louie gave Kaptani as they left..

"You could have warned me," Bagheera grumbled as he and Rafiki made their way through the ruins.

"Warned you about what?" Rafiki questioned with a knowing grin.

"King Louie," Bagheera explained, "You know what he's after, don't you?"

"I do indeed," Rafiki answered, "Though I also knew you did not have what he was looking for."

"Didn't stop him from thinking I did," Bagheera stated, "I'm not sure if we accomplished what you set out for today."

"And why's that?" Rafiki questioned as they made their way through the ruins.

"I thought I was trying to make allies here?" Bagheera questioned, "I wouldn't say me and Louie parted on the best of terms."

"Allies come in many different shapes and sizes," Rafiki replied, "What is important is you have a common cause."

"Shere Kahn," Bagheera replied with a nod of his head, "Louie is against him, as any sane creature would be. We can use that."

"Indeed," Rafiki agreed with a nod, "You must be careful in how you do that though."

"Agreed," Bagheera stated, "Still, the thing he's after..."

"Fire," Rafiki finished with another nod, "Man's Red Flower as he likes to call it."

"He was convinced I knew how to make it," Bagheera stated, "He seemed pretty sure you did as well."

Rafiki said nothing in reply as they continued walking, approaching the edge of the ruins.

"You do, don't you?" Bagheera asked in astonishment, "You actually know how to make fire."

"That is not something you should concern yourself with," Rafiki stated as he paused at the edge of jungle, prompting Bagheera to do the same.

"Don't worry, I won't," Bagheera replied, "It just explains the distaste that Louie has for you. You have the one thing he wants and you must be refusing to give it to him."

"Rafiki is not the only source of knowledge," Rafiki said sagely, "There may come a time where Louie find someone who is willing to teach him what he wants to learn. Worse still, there may come a time when we need him to know it."

"In that case, I guess we will both have to be around to put out the flames," Bagheera replied, earning a laugh from Rafiki as they reentered the jungle.

A/N: Took awhile to get this one out but it was a fun chapter to write. King Louis was always one of my favorite characters in the Jungle Book so it was fun to write my take on him. As always feedback and critiques are always welcome, so please review! Later!


	4. Welcome to the Jungle

**Chapter 4: Welcome to the Jungle**

The sound of a hammer beating against wood carried through the jungle, echoing off of the trees with every blow. Taking one final swing, John drove the iron nail completely into the wooden board. Wiping the sweat off of his brow, John leaned back and looked around at his handiwork.

John was kneeling on a wooden platform that he had built into a large tree. The tree hung over the cliff that separated the jungle and the ocean, the sound of the waves crashing against the rocks below. Looking down at the beach, John could see the wreckage of the ship he and his family had arrived on. Following the path up the cliff from the cove to the tree, John saw the supplies he and his wife had salvaged from the wreck and were using to construct themselves a new home.

"John!" he heard Alice call from down below, "John, are you there!?"

"I'm here!" John called back as he walked towards the trunk of the tree, where he had hammered a makeshift ladder. Looking down, he saw Alice standing at the base of the tree, their son swaddled up in a makeshift carrier that she had wrapped around her chest and a basket held in her hands.

"Everything alright?" John questioned as he looked down at her.

"Yes, I've just brought you some lunch," Alice replied, holding the basket up for John to see.

"I'll be right down," John replied with a smile before quickly climbing down the ladder.

"What do we have on the menu today, love?" John questioned as he took the basket from Alice and peeked inside.

"Some of the food we managed to scrounge from the debris that washed ashore," Alice explained.

"How much do we have left?" John questioned.

"Enough," Alice replied with a shrug, "That's all I can really say seeing as we have no idea how long we'll be here."

"Our absences will not be missed, Alice," John reassured his wife as he gently lay his hands on her shoulders, "My brother will come for us, you can count on that."

"I believe that," Alice stated with a nod, though her expression was still full of worry, "I just wonder if anyone will be here by the time he arrives."

"You can't think like that," John urged, tightening his grip on her shoulders as he leaned down so that he was eye level with his wife, "You can't allow yourself to give into despair."

"I just don't know if we can do this, John," Alice said, almost on the verge of tears, "I wish you had never convinced me to come to this place."

The baby seemed to sense his mother's distress as he began crying loudly, prompting Alice to begin bouncing and shushing him.

"I'm sorry, Alice, you're right," John said with a sigh, "I should have never brought us here."

"No, John, I'm sorry," Alice apologized with a shake of her head, "It wasn't just you, I did want to come.

"How could you not?" John asked with a chuckle, "After listening to Professor Porter's tales of the majestic creatures that lived here. The lions. The elephants."

"The gorillas," Alice added, a small smile on her face as she spoke, "I will admit, this trip will be better if we get the chance to see some of the gorillas the Professor loved so much."

"Well, maybe we'll still get to see them," John said hopefully.

"Hopefully," Alice agreed with a sigh, "Hopefully they won't tear us apart when we do."

"You worry too much," John said with a chuckle as he kissed Alice on her forehead.

"You don't worry enough," Alice replied as she continued to rock their son, the baby still crying in her arms, "I think I'll leave you to your work. Seems like someone else is looking for his lunch."

"I'll let you take care of that," John stated as he looped the basket around his arm and turned back towards the tree, "And I'll get back to our home away from home."

"Alright, good luck with that," Alice chuckled, looking at John lovingly, "I love you."

"I love you too," John said with equal emotion before the two parted.

As John made his way up into the tree, he failed to notice a python coiled around a branch in the upper boughs of the tree, watching him with its black on yellow eyes before slithering away into the shadows.

_Later,_

Bagheera lounged lazily by the Ivory Pools, allowing the sun to warm his black fur as he batted at the water absentmindedly with his paw. Hearing the noise of something moving through the undergrowth, Bagheera glanced over at the source, finding a baby elephant hesitantly approaching him with wide eyes.

"Hello there, little one," Bagheera greeted, smiling at the elephant infant. As the child realized he had been spotted, he let out a squeak of fright before he quickly turned away and ran, splashing through the shallow water as well. Bagheera quirked his brow at the display before the sound of high-pitched laughter caught his attention. Looking over his shoulder, Bagheera saw Rafiki emerging from the jungle, laughing to himself.

"I'm starting to wonder what doesn't amuse you," Bagheera commented with a smirk of his own.

"Life is much more enjoyable if you can find the happiness in things," Rafiki explained as he walked up next to Bagheera, "It is certainly better than being as dour and mysterious as you."

"Hathi's son seems a little….skittish," Bagheera commented after a moment's thought, watching as the elephant infant fled to his mother's side, his father giving him a disapproving look.

"He's very young," Rafiki replied as he watched as well, "We were all skittish when we were very young. He'll grow out of it."

As they watched, the infant walked up to the lagoon's edge, watching the water hesitantly before fleeing with a shriek as a small ripple went through the water.

"Or maybe he won't," Rafiki added with a shrug and a chuckle.

"What can I help you with, my friend?" Bagheera questioned with a smirk.

"Well, with the birth of Hathi's child, I will be returning with the elephants back to the Pridelands," Rafiki replied, "But it would seem I have more business here then I initially expected."

"What do you mean?" Bagheera questioned.

"I will show you," Rafiki answered, motioning for Bagheera to follow him. Bagheera watched him walk away for a moment before sighing and standing up, padding along behind Rafiki into the jungle.

After a few minutes of walking, a confused look crossed Bagheera's face.

"Where are we going, Rafiki?" Bagheera questioned.

"The Silver Hills," Rafiki answered conversationally as the ground began to noticeably rise before them.

"The Silver Hills?" Bagheera asked in confusion, "What are we going there for?"

"To see the gorillas, of course!" Rafiki answered with a laugh, "Rafiki told you he would introduce you to those you needed introducing too, and Rafiki is a beast of his word."

"What are these gorillas like?" Bagheera asked, "I don't know much of their kind."

"They can be….a bit on the gruff side," Rafiki admitted, "They enjoy solitude from the other creatures of the jungle."

"I can see," Bagheera replied, huffing and puffing slightly as he and Rafiki made their way up the steep slopes into the Hills.

"You'll find that the gorillas will not be very willing to accept you at first," Rafiki went on, "It will take time for them to trust you."

"Sounds about right," Bagheera observed with a sigh as they crested one of the tall hills, "How much farther do we have to go?"

"Not far," Rafiki answered, "We have to take a detour though."

"What for?" Bagheera asked.

"You'll see," Rafiki answered enigmatically before he held a finger up to his lips to quiet Bagheera, "Listen, we're close."

Perking his ears up, Bagheera could hear the sounds of waves crashing against rock, along with sound of gulls calling to each other as they rode the drafts. The smell of salt and rotting vegetation filled the air.

"The Great Waters," Bagheera surmised as he turned his attention back to Rafiki, "Why did you bring me here?"

"Come," Rafiki said as he pushed some brush aside to allow Bagheera to pass, "Take a look."

Stepping forward, Bagheera found himself standing on a cliff face. The Great Waters crashed against the land far below, before stretching off to the horizon before him. The earth sloped downwards towards the Waters, allowing for other outcroppings of rock on the cliff face. Upon one outcropping near the shore stood a mighty tree that stood alone, reaching up to the sky and sun above. What caught Bagheera's attention though was what was in the tree.

"A man den," Bagheera said in shock before turning to look at Rafiki, "You did not mention this before."

"Because it was not there before," Rafiki answered as he looked past Bagheera and pointed, "Look."

Turning his attention back to the man den, Bagheera squinted his eyes, watching as two men, a male and a female, moving around.

"It's occupied," Bagheera observed, "Two of them. Mates I'm guessing."

As Bagheera watched, he saw the female reached down and picked up an infant, holding it in her arms.

"And a cub," Bagheera amended before turning back to Rafiki, "What are they doing out here?"

"As I have said before, who truly understands the ways of men?" Rafiki replied with a chuckle and a shrug.

"How far away are the other dens?" Bagheera questioned, looking down at the den once more.

"Far," Rafiki answered, "Days' worth of travel even for someone like you."

"Perhaps they're lost," Bagheera suggested.

"Perhaps," Rafiki agreed with a nod as he began walking away, "Come, we have other business to attend to at the moment."

As Rafiki began to walk away, Bagheera spared one last look down at the man den and its occupants. As he did, the infant happened to look up and spot him. Smiling and giggling, the baby reached out towards Bagheera, bringing a small smile to the panther's features. Looking at her baby in confusion, the female turned to look in the direction he was looking, but by the time she did, Bagheera was gone.

"So, tell me about this Kerchak," Bagheera said as he trotted up to Rafiki's side, "What kind of beast is he?"

"Kerchak is a good leader to his people," Rafiki explained, "He believes highly in strength, like most gorillas. Essentially, he is the opposite of King Louie in almost every conceivable way except one."

"What way is that?" Bagheera questioned

"They both hate outsiders," Rafiki finished.

At that moment, something came crashing towards them through the jungle before a large gorilla came charging out of the brush, roaring at the top of its lungs. Before Bagheera could do anything, the gorilla was on him, swinging one of its massive fists and hitting the panther on the flank. The force of the blow knocked Bagheera off of his feet, sending him flying a short distance through the air before he slammed against a tree and fell to the ground in a heap. As Bagheera tried to pick himself up, the gorilla rushed him again, grabbing the panther by the neck before lifting him into the air and holding him against the trunk of the tree.

"You think you can wander into my territory like it's nothing, killer!?" the gorilla bellowed as he tightened his grip on Bagheera's throat, "You should have known better than to come here!"

Bagheera had begun to see spots when suddenly Rafiki leapt up and smacked the gorilla on the head with his staff, causing him to drop the panther, who fell to the ground gasping for air.

"That's enough, Kerchak!" Rafiki admonished, glaring up at the gorilla.

"Rafiki?" Kerchak questioned in confusion as he rubbed the spot where the monkey had struck him, "What are you doing here?"

"I was on my way to visit with a friend of mine," Rafiki explained, indicating to Bagheera as the panther picked himself up off of the ground, "Until you assaulted him, that is. What is the meaning of this!?"

"I received reports that Sabor was in the area," Kerchak explained, glancing at Bagheera, "One leopard looks like another."

"I'm a panther," Bagheera corrected as he glared at Kerchak.

"There's a difference?" Kerchak questioned contemptuously.

"Color for one," Bagheera replied sarcastically.

"That's enough from the both of you," Rafiki snapped, "You're both acting like cubs."

Kerchak and Bagheera both fell into silence, though they continued to glare at one another.

"Bagheera, may I introduce Kerchak, chief of the Silver Hills gorillas," Rafiki stated, indicating towards the gorilla.

"Well met," Bagheera said with a bow, his voice raspy from Kerchak having choked him.

"Kerchak, let Rafiki introduce you to his friend, Bagheera," Rafiki said, indicating towards the panther.

Kerchack snorted in reply before turning his attention towards Rafiki.

"Walk with me, Rafiki," Kerchak stated, motioning towards the jungle with his head as he began to walk away, glancing at Bagheera as he went, "Your…friend can join us if he so wishes."

With that, Kerchak turned and made his way back into the brush. Rafiki turned and looked at Bagheera who only sighed in reply and indicated for the monkey to lead on. The two quickly caught up with Kerchak as he plodded through the jungle.

"What brings you back to my homeland, Rafiki?" Kerchak questioned as the two walked side by side, Bagheera hanging back a respectful distance to allow the two to talk.

"Rafiki goes where he is needed," Rafiki replied with a chuckle, "And Rafiki is needed in many places."

"True enough," Kerchak replied with a snort of amusement, "What news from the Pridelands?"

"Rafiki thought that a chief such as yourself does not concern himself with the troubles of other beasts?" Rafiki questioned with a grin, "Or is Rafiki remembering what you said wrong?"

"No, I did say that," Kerchak admitted, "But I have heard rumors that Kahn has returned to the jungle with his tail between his legs and I wanted to know the full truth to it."

"Indeed, Kahn has returned with what is left of his army," Rafiki replied, "King Mufasa and his forces were able to successfully route them."

"He failed to kill the monster though," Kerchak observed as they continued to walk, "And now that monster has come back to threaten my people once more."

"If you had joined with Mufasa's forces as I advised you too, this may not have happened," Rafiki pointed out.

"I will not put the lives of my people in danger over the affairs of cats, old one," Kerchak snapped, "This Mufasa would not risk his neck for those of my kind, why should I risk mine for those of his?"

"That is not true," Rafiki insisted.

"Is it not?" Kerchak questioned, "Then tell me, is the reason that Mufasa did not chase down Kahn and finish him because he sought to tend to his own affairs?"

Rafiki offered no reply.

"I thought as much," Kerchak stated with a snort of contempt, "You wish me to extend a helping hand to someone who would not do the same for me. I'm beginning to question your wisdom, old one."

"All it takes is one person to be brave enough to extend their hand in friendship for a bond to be formed," Rafiki explained.

"I'll believe it when I see it," Kerchak replied with another dismissive snort.

As the three continued to walk, they eventually came to a small clearing where a number of gorillas were gathered. The gorillas grew excited at the sight of Kerchak and Rafiki though many gave Bagheera weary glances as he followed behind.

As they entered the clearing, a female gorilla approached them, carrying a baby gorilla in her arms.

"I see you've found friends," the female said, trying to hold on to the infant as it squirmed in her arms, "It's an honor to meet you again, Rafiki."

"The honor is Rafiki's, Kala," the monkey replied with a chuckle before holding out his staff out to the infant and shaking it, the clattering fruit at its end catching the baby's attention, causing him to giggle as he reached out for it.

"Any sign of Sabor?" Kala questioned nervously.

"None so far," Kerchak answered as he glanced back at Bagheera, "Though there was a case of mistaken identity along the way."

Bagheera stepped forward, glancing around at the gathered gorillas who continued to watch him cautiously.

"It's a pleasure to meet you, Kala," Bagheera greeted with a bow of his head, "My name is Bagheera."

"I have never seen a leopard the color of shadows before," Kala observed, holding onto her child as he struggled to get free.

"That is because I am a panther," Bagheera replied, watching as the child finally managed to get free. Leaping from Kala's arms and rolling across the ground, the young gorilla approached Bagheera, his eyes full of wonder as he looked up at the panther. Bagheera looked down at the child before a small smile cross his features. Reaching forward with his tail, he wiggled it in front of the gorilla, catching the baby's attention. With a giggle, the gorilla reached out and tried to grab Bagheera's tail, but the panther pulled it out of his reach just before he could grab it. This pattern went on for a few minutes, a happy smile spreading across Kala's face as she watched her child giggle and play. Kerchak, for his part, continued to watch Bagheera wearily, though he made no effort to interfere.

Chuckling to herself, Kala walked over and scooped her child up as he continued to try and grab Bagheera's tail.

"It's a pleasure to meet you as well, Bagheera," Kala said as she gave the panther a warm smile, "Why are you traveling with Rafiki?"

"I have come to the jungle in pursuit of Shere Kahn and his ilk," Bagheera explained, "I have seen the pain he has caused and I wish to aid in stopping it."

"A noble cause," Kala said before turning to Kerchak, "Don't you think?"

Kerchak merely grumbled to himself in reply.

"I believe our people will welcome your friendship, Bagheera," Kala continued as she looked back at Bagheera before glancing at Rafiki, "What is the saying about enemies and friends?"

"The enemy of my enemy is my friend," Rafiki answered with a smile.

"Yes, that's the one," Kala agreed with a nod before turning back towards Kerchak, "That seems very wise."

"Perhaps we could share what information we gain, from time to time," Kerchak relented, not looking at anyone as he spoke.

"I would appreciate that," Bagheera stated with a grin, "In return, perhaps I can lend my own skills to finding Sabor. I have crossed claws with him before and though we are not the same, we are similar. I believe there is another saying that goes 'It takes a thief to catch a thief,' after all."

"Wise words as well," Rafiki agreed as he looked up at the sun, which had stated to set, casting the sky in purples and oranges, "The day grows late though and we should be returning to the Ivory Pools."

"Indeed," Kerchak, "It was a….pleasure to see you again, old one."

"The pleasure was all mine," Rafiki replied.

"It was good to meet you as well, Bagheera," Kala spoke as she scooped her child into her arms.

"The same can be said for me," Bagheera answered, smiling at the mother and child, "I look forward to seeing the two of you again."

As he spoke, he wagged his tail at Kala's child again, causing the infant gorilla to reach out to it in an effort to grab it, cooing in delight.

"Come along, my friend," Rafiki said as he waved Bagheera over, "We should try to get back to the Pools before nightfall."

Nodding, Bagheera turned and followed Rafiki as they walked away, while Kerchak began leading his troop in the opposite direction. As they left, none of the animals noticed a pair of black on yellow eyes watching from the shadows before they disappeared as well.

_Later_,

Night had fallen over the jungle, the light from the moon creating long, dark shadows beneath the multitude of trees. Even at night though, the jungle was alive with life, the sound of frogs and insects chirping at one another filling the air. Underneath this noise was the sound of movement in the brush as Kaa slowly slithered through the brush. Kaa observed his surroundings carefully, smiling as he found what he was was looking for.

"SSSSSabor," Kaa hissed as he found the leopard hidden in a bush, looking at something that the python could not see.

"What do you want, snake?" Sabor growled quietly as he stepped out of the brush and glared at Kaa.

"I bring word from our Kahn," Kaa replied as he coiled up in front of Sabor, lifting his head up so he could look the leopard in the eye.

"Very well," Sabor sighed, "What word."

"Men have come to the jungle," Kaa answered.

"Men?" Sabor questioned in surprise, "Why would men come here?"

"Doesssss it matter?" Kaa questioned in reply, "You know the Kahn'sssss opinion of men."

"I do indeed," Sabor replied, "What does he wish of me?"

"He wantsssss the men eliminated," Kaa answered, "In any way you ssssee fit."

"Very well," Sabor stated with a smirk before turning away from Kaa, "Now slither along snake, I have business to attend to."

"Do not tarry with thissss, SSSSSabor," Kaa said with narrow eyes, "The Kahn wantssss thisss dealt with."

"And it will be," Sabor replied as he walked back into the brush, observing the sleeping troop of gorillas a short distance away. Not all the gorillas were asleep though, and Sabor watched as a gorilla infant danced and hopped around in the tall grass.

"I just hate to work on an empty stomach," Sabor stated with a savage grin as he reached his tail out of the brush and wiggled it at the gorilla. The infant caught sight of Sabor's tail and began to wander over, drool dripping from the leopard's open mouth as the gorilla drew ever closer.

A/N: Happy to get another chapter out for this story. Hope you guys enjoyed it, even though it ends on a dark note. As always, feedback and critiques are always welcome, so please review! Later!


	5. Blood and Thunder

**Chapter 5: Blood and Thunder**

The dark embrace of night had fallen across the jungle, made darker still by the storm clouds that had started rolling in, blocking out the moon and stars above. Small droplets of rain had begun to splatter against the branches and leaves of the surrounding foliage as the wind stirred their branches and stems while thunder rumbled from above.

Bagheera moved through the undergrowth, as silent as a shadow, only brief streaks of lightning giving away his position. Quietly, Bagheera moved into a clearing where the gorilla troop sat, morose looks on most of their faces. A few gorillas glanced in Bagheera's direction as he came into view and a moment later, he noticed Kerchak wandering over to him.

"Any luck?" Bagheera questioned as soon as Kerchak was close enough.

"None," Kerchak replied with a snort, "I can only assume you have found nothing as well."

Bagheera sighed and shook his head sadly, prompting Kerchak to snort as he turned and began walking away from the panther. Glancing past Kerchak, Bagheera could see the form of Kala sitting apart from the other gorillas, resting under a large tree as she looked forlornly up at the stormy night sky.

"How is Kala?" Bagheera questioned, trotting behind Kerchak.

"I don't recall that being any of your concern, cat," Kerchak growled.

"I'm only trying to help," Bagheera argued.

"Then tell me," Kerchak snapped as he suddenly rounded on Bagheera, causing the panther to take a step back in surprise, "Can you bring the dead back to life?"

"What….?" Bagheera asked in confusion, "No, no one-"

"Exactly," Kerchak interrupted, glaring down at Bagheera as he snarled, "No one can bring back the dead. So, what use are you to me?"

"I can help you find Sabor," Bagheera answered.

"You've been doing a splendid job of it so far," Kerchak observed caustically, "Go, I have no use for another cat slithering through the shadows of my land."

"Rafiki wanted us-"

"I care very little for what Rafiki wants!" Kerchak snapped, spinning around to glare at Bagheera as thunder boomed above, "Where is Rafiki? Off kissing the feet of some cat like the one who murdered my son! A cat just like you."

"I am nothing like Sabor," Bagheera snarled, his own anger rising.

"A cat of a different color is still a cat," Kerchak spat, "Leave, and make sure I don't catch you on my lands again."

Bagheera began to argue before he glanced past Kerchak again, spotting Kala looking at him with sad eyes, the sight of which took the wind out of his proverbial sales. Sighing, Bagheera nodded in agreement before turning around and walking back into the jungles, the shadows swallowing him up.

"You shouldn't have done that," Kala stated quietly as she walked up next to Kerchak.

"Why?" Kerchak questioned, looking down at his mate.

"He wanted to help," Kala answered, looking in the direction Bagheera had disappeared, "He only wanted to help."

"We don't need help from his kind," Kerchak grumbled.

"Don't we?" Kala questioned, giving Kerchak a sorrowful glare, "Perhaps if you weren't so afraid of seeking help from others, none of this would have happened."

As Kerchak looked down at her, Kala began wandering towards the denser part of the jungle.

"Where are you going?" Kerchak inquired, making no move to stop her, "You're not going after him, are you?"

"No," Kala answered, not turning around as she answered, "I just need to be alone."

With that, Kala disappeared into the trees, leaving Kerchak watching the spot she had been occupying before turning back towards his tribe, the raining falling around them.

Kala wandered forlornly through the jungle for a minute or so before coming to a small cliff that allowed her to look out on the surrounding jungle as well as the stormy sky above, lightning occasionally lancing through. Sitting down, Kala began to cry, the rain drops mixing with the tears that ran down her face.

Suddenly, a shrill scream cut through the night, dragging Kala from her sorrowful thoughts as a flash of lightning illuminated the jungle. Blinking in surprise, Kala lifted her head up and looked around, trying to find the source of the scream. As she did, a loud crack sounded from somewhere near the Great Waters, the noise similar but distinct from the deep rumbling of the thunder above. As she looked in the direction the sound had come from, Kala's curiosity won out over her fear and she began make her way down to the shoreline.

Alert for danger, Kala carefully picked her way through the jungle brush, splashing through the puddles that had begun to collect on the ground, until she came to the cliff overlooking the Great Waters. Looking down, Kala squnited her eyes against the powerful winds that pummeled the cliff before her eyes widened when she saw the structure that had been built into the tree sitting near one of the cliff edges. Quickly realizing that the sounds must have come from the structure, Kala began carefully making her way down the now slippery cliffside to where the tree was.

As she approached the tree, Kala felt everything was oddly quiet and still. Even the waves pounding against the rocks below and the thunder booming above sounded muffled. As Kala approached the structure, she heard something move within it, followed by a crash and another loud crack, causing her to jump in surprise. Kala's attention was drawn away from the structure though, by a new noise, the noise of a wailing infant.

Looking around, Kala quickly realized it was coming from the base of the tree. Cautiously approaching, she froze as she saw something laying against the trunk of the tree, a creature the likes of which Kala had never seen before, though the gorilla could tell it was a female. As she drew closer, Kala could see the female was holding a cub in her arms, which was wailing with fright. The female was so busy trying to shush the cub that she didn't notice Kala until the gorilla was standing right next to her.

Catching sight of Kala from the corner of her eye, the female whipped her head around and gasped in terror as she clutched the cub to her breast in an effort to protect it. As Kala watched, the female tried to move away from her but stopped after letting out a small cry of pain. Quickly looking over the female, Kala noted that her leg was twisted at an odd angle and realized she was too injured to move.

The female looked fearfully at Kala, her breath coming in quick burst as her cub let out muffled wail against her chest. Sensing the female's fear, Kala did her best to look as unmenacing as possible. This seemed to work, as the female began to relax after a few moments, trying to quiet her cub.

Suddenly, another loud bang sounded from the structure above them, followed by a vicious snarl and a cry of pain and fear. The female whimpered mournfully as she looked up at the structure, covering her mouth with her free hand in order to muffle the sounds she was making.

As the female looked up, she let out a muffled shriek of fear as her face went ashen. Following her gaze, Kala's eyes widened with fear as lighting slashed through the sky again, allowing her to see the sleek silhouette of Sabor come stalking out of the structure along one of the tree's branches. As he appeared, the cub began wailing again, causing Sabor to freeze and look around for the source of the noise, though it was quickly hidden by the boom of thunder.

Gasping in fear, the female tried to push herself up only to let out a whimper of pain as she slid back to her seat, her leg lying uselessly before her. Glancing back up, she saw Sabor approaching them through the branches, though he hadn't spotted them yet. Tears welling up in her eyes, she looked down at her cub, which continued to whimper in her arms.

As she looked at her cub, a thought seemed to strike the female as she slowly turned to look at Kala. She looked between the two for a few moments before glancing up at Sabor, who was drawing closer and closer. Looking back at her cub, the female began to sob softly as she whispered something to it and kissed it on the head. Then, she turned and held the cub out to Kala.

Kala blinked in surprise as she looked down at the cub, a crying, pinkish thing she quickly realized was male. Looking back at the female, Kala found her staring back at her with a pleading look, tears streaming down her face.

"Please," she whimpered, though Kala did not understand, "Please, take him."

Realization dawned on Kala as she looked between the female and her cub. She couldn't leave. If Kala didn't take the cub, Sabor would come and devour them both.

It took Kala less than a second to decide what to do.

Quickly but carefully, Kala reached out and took the cub into one of her hands. She gently brought the crying infant to her chest and held it securely against her breast. The female smiled sadly before making shooing motions at Kala. The gorilla quickly took the hint as she turned and began running back towards the cliffs.

As she ran, Kala heard the female start shouting and screaming. Sparing a glance over her shoulder, she saw the female screaming up at the trees as she waved her hands over her head. Glancing up, Kala saw Sabor bounding down through the trees towards the female. Kala turned away and began making her way back up the cliffs, refusing to look back as the female's screams turned to ones of terror and pain.

Standing over the mutilated corpse of the human woman, Sabor growled in irritation, the fresh blood surrounding his mouth already being washed away by the rain. Glancing around, he snarled as he found no sign of the cub anywhere. Suddenly, he heard the sounds of rocks falling from the cliffs above him accompanied by a high pitched wail. Looking up, Sabor saw Kala clinging to the edge of the cliff with one hand, her feet struggling to find purchase on the rain-slick rocks. Finally managing to pull herself up, Kala turned and looked down at the leopard with fright, the wailing mancub clutched to her chest before she turned and rushed out of sight. Sabor was surprised and confused for a moment before a sadistic grin crossed his face and he went bounding towards the cliffs.

Kala's breathing was heavy and ragged as she crashed through the jungle, the cub in her arms wailing the whole way, rain splattering all around them. She knew that if she could just get back to her troop, she would be safe. Not even Sabor could stand up to the wrath of Kerchak and a dozen of his fellow warriors. The loud noises that had first caught her attention must have also been heard by her fellow gorillas, meaning they were awake and alert. She just had to reach them.

As Kala ran, her eyes were filled with fear and her heart beat loudly in her ears. Every noise was the leopard bearing down on them and every shifting shadow cast by the flashes of lightning was Sabor ready to pounce. So frantic was her search for any sign of the leopard that she almost didn't notice when Sabor leapt from the bushes in front of her.

Kala gasped in terror as she ducked down just as Sabor leapt at her, allowing the leopard to sail over her. Doing so caused Kala to lose her footing on the wet, muddy ground and she went tumbling to the earth, the cub sliding from her grip and rolling across the slick undergrowth, wailing in fright. Scrambling back to her feet, Kala raced over to the cub and scooped him up, just as Sabor snarled and leapt at her again.

Kala spun around as Sabor pounced on her, one hand clutching the cub to her chest while the other reached out and grabbed Sabor by the throat, halting his progress, though the momentum forced Kala to fall onto her back. Sabor roared and snarled as he struggled against Kala's grip, raking her arms with his claws causing her to scream in pain as raindrops splattered against her face. Kala's strength ultimately proved greater though as she threw Sabor away from her with a cry of exertion quickly picking herself up as the leopard rolled back to his feet.

"You know, I certainly wasn't expecting to run into you tonight," Sabor said with a chuckle, thunder rumbling above them as he began to circle around Kala, the gorilla shifting her stance so that she kept the leopard in front of her at all times, "Out for a midnight stroll, were you? Mourning the loss of a loved one, perhaps?"

Kala snarled at the jab, but stood her ground, clutching the cub tightly to her chest.

"So, what's the plan here, monkey?" Sabor questioned as he continued to circle Kala, "Replace one cub with another? Fill that hole in your heart? Raise it as your own?"

"The plan is to keep you from killing anyone else," Kala spat, "That female….she intrusted me to keep her cub safe. To keep him from you."

"Oh, but we both know that's not going to happen," Sabor growled, his smile falling away as he stopped circling Kala and stared directly into her eyes, "I'm going to kill you, monkey. Then, I'm going to kill him. And there's not a damn thing that you can do to stop me."

"I-I'll scream," Kala threatened half-heartedly, "My whole troop will be on you."

"Not fast enough," Sabor countered with a shake of his head, "And you won't be able to scream after I rip your throat out."

Kala gulped uncontrollably at that.

"You should have stayed out of this, monkey," Sabor snarled, his bright green eyes looking right through Kala, "You should have wept over your son and prayed I would not find your next half as delicious. But you wandered into something you shouldn't have. Put your life on the line to save a cub's. So noble. So selfless. So pointless."

Kala said nothing in reply, tears welling up in her eyes as her heart hammered in her chest.

"No more talk?" Sabor questioned, cocking his head to the side, "Good. I find it so tiresome to talk with my meals."

With that, Sabor snarled and leapt at Kala, who curled up protectively around the cub as lightning streaked through the air. As Sabor flew through the air, the lightning bolt illuminated the surrounding area, creating a contrasting world of bright light and dark shadows. One shadow in particular caught Sabor's attention.

A shadow with yellow eyes.

With a roar, Bagheera leapt from the undergrowth behind Kala and slammed into Sabor's stomach, completely reversing the leopard's momentum and slamming him hard onto his back as the two fell to the ground, mud splattering around them. Quickly rolling to his feet, Bagheera positioned himself between Kala and Sabor as the leopard picked himself up.

"YOU!" Sabor roared as he glared at Bagheera.

"Me," Bagheera confirmed cooly, his entire body tensed to move at a moment's notice.

"How dare you!" Sabor bellowed hatefully, thunder booming above him, "How dare you set paw on my hunting grounds and come between me and my kill!"

"Easily," Bagheera answered unflinchingly.

"Your presence offends me, panther," Sabor snarled, "I will make you suffer for this! You will not stand in my way again! I will have all your lives!"

"You want them?" Bagheera questioned, bearing his teeth, "Come and claim them."

Screeching in rage, Sabor leapt at Bagheera, the panther meeting the charge with one of his own, the two cats slamming into one another before falling to the rain-soaked earth. Snarling, Bagheera swiped his claw across Sabor's face, earning a scream of pain and hate from the leopard. Pushing forward, Sabor slammed into Bagheera again, knocking the panther onto his back with the leopard on top. Bagheera tried to push Sabor off of him, but the leopard would not budge, raking his claws along the panther's flanks and digging his teeth into his shoulder. Bagheera cried out in pain before he managed to get his feet under Sabor's stomach and push the leopard off of him.

Bagheera grunted in pain as he pushed himself back up, Sabor chuckling at him as he caught his footing.

"I like the taste of your blood, Bagheera," Sabor said, licking the blood off of his lips before the rain could wash it away, "I'm going to enjoy feasting on your remains."

Bagheera's only response was to snarl and charge Sabor again. Kala shook in horror, her back pressed against a tree and the infant clutched tightly to her chest, watching the fight between Sabor and Bagheera that began to descend into a blur of fur, fangs, teeth and blood.

With a grunt, Bagheera landed hard on his back again, his bleeding wounds mixing with the muddy water that surrounded him. His muscles ached, his head spun and he found it hard to keep his eyes open. Blinking his eyes clear, Bagheera managed to get his paws up just in time to stop Sabor from fully pouncing on him.

Snarling and snapping his jaws, Sabor fought against Bagheera, his jaws drawing dangerously close to the panther's throat. As he struggled, Bagheera felt his front legs growing weaker as his vision darkened, until all he could see was Sabor's hateful, green eyes drawing closer.

The last thing Bagheera remembered hearing was a monstrous roar accompanied by the boom of thunder then the high-pitched crying of an infant before all became dark and silent.

Bagheera woke with a start, which immediately led to his entire body erupting into pain. Choking back a scream, Bagheera quickly darted his eyes about in an effort to figure out where he was. It was with surprise that he discovered he was back at the Ivory Pools, sunlight filtering in from the canopy above, the sounds of singing birds and splashing elephants filling the air.

"Hey, hey!" a jovial voice said, "Look who's awake!"

Groaning, Bagheera turned his sore neck to look up at Baloo standing over him. Slowly, Bagheera tried to push himself to his feet, but felt a searing pain run through his shoulder and sides.

"Easy," a gentle voice said as Bagheera felt a paw on his shoulder gently push him back down, "You're still hurt."

Turning his head, Bagheera found Kala smiling down at him.

"Kala?" he questioned in confusion, "What are you doing here?"

"Well, who do you think brought you here, Baggy?" Baloo questioned as he sat on the ground next to Bagheera.

"Don't-" Bagheera began to growl before shaking his head, "What happened? Sabor-"

"Was going to kill you," Kerchak said as he wandered into view, glaring down at Bagheera, "You're lucky I arrived when I did."

"You saved me?" Bagheera questioned.

"Try not to sound so shocked," Kerchak said with a snort, "It was Kala's idea that we bring you here though."

"Thank you," Bagheera said, turning his attention towards Kala.

"Think nothing of it," Kala replied with a kind smile, "Rafiki has taught me a few things about healing and Baloo knows even more. We were able to patch you up together."

Bagheera turned his attention towards Baloo and quirked his brow at the bear, who only offered a shrug in reply.

"And Sabor?" Bagheera asked, turning his attention back towards Kerchak.

"Fled," Kerchak spat, "The coward slithered away after I pulled him off of you. He must have been in no mood to fight me after tussling with you."

"Damn," Bagheera swore.

"At least he didn't get what he was after," Kala stated.

"What was that?" Bagheera asked.

"Why, this little guy," Baloo said as he reached over into the brush before pulling out the mancub, resting the infant in his lap.

"The mancub," Bagheera said in surprise, "That's what he was after."

"I was trying to protect him," Kala explained as she wandered over to baloo, smiling down at the cub.

"But….his parents…." Bagheera began to question.

"Slaughtered by Sabor," Kerchak explained, "On Shere Kahn's orders, no doubt."

"Why?" Bagheera pondered.

"Who knows?" Kerchak replied with a shrug as he eyed the cub, "I don't even know what these things are."

"They're men," Bagheera explained, earning a raised eyebrow from Kerchak, "I believe they are some type of ape. Smaller but much smarter."

"It barely has any fur," Kerchak observed.

"There's that too," Bagheera agreed, "I'm not even sure they can talk to other beasts."

"Well, you and your colonel can decide what to do with this cub now," Kerchak stated as he turned to go.

"I already know what we're doing with him," Kala stated as she picked the cub up, "We're keeping him."

"Excuse me?" Kerchak questioned as he whipped his head around to look at Kala.

"His parents are dead," Kala explained, "He needs someone to look after him."

"That someone does not need to be us," Kerchak replied as he turned fully to face Kala.

"There's no one better to take care of him," Kala argued defiantly.

"The cat seems to know plenty about these….men," Kerchak stated, waving at Bagheera with his paw, "Let him care for it."

"I barely know anything about them," Bagheera commented, earning a glare from Kerchak.

"It's like Bagheera said, he's an ape like us," Kala pressed.

"He is no ape," Kerchak growled, "He is nothing like us."

"Hey chief, maybe you should calm down," Baloo said diplomatically as he stood up and started to step between the gorillas.

"Don't you tell me to calm down!" Kerchak bellowed, causing Baloo to take a step back in surprise, allowing the gorilla to turn his attention back to Kala, "You would have us bring Shere Kahn's wrath upon us!?"

"Since when are you afraid of Shere Kahn?" Kala demanded as she narrowed her eyes at Kerchak.

"Since his minion murdered my son!" Kerchak roared, catching the attention of every creature at the pools and causing the cub to start crying, "I will not replace my son with this….this thing!"

"His mother died entrusting him to me!" Kala screamed, catching even Kerchak off guard with her ferocity as she clutched the cub tightly, "I will not abandon him!"

There were a few moments of silence as Kala and Kerchak regarded one another, the female doing her best to catch her breath after shouting so loudly. Bagheera and Baloo shared an awkward glance but otherwise chose to stay silent.

"Fine," Kerchak broke the silence, his voice hard and stern, "He will stay with us, but he will be your burden to bare and yours alone. That mancub is not, and never will be, my son."

"You," Kerchak said, pointing his finger at Bagheera, "You will help her. I don't care how little or how much knowledge of men you have, it is better than none."

"I thought I wasn't allowed on your lands," Bagheera commented.

"I would hold my tongue if I were you, cat," Kerchak growled as he leaned down so his face, "I am not in a joking mood."

Bagheera said nothing in return, prompting Kerchak to pull back before turning around and stalking away, glaring at anything that so much as glanced at him.

"I'm sorry you had to see that," Kala apologized quietly, rocking the cub in an effort to calm him, "Kerchak can be very….stubborn at times."

"It's no problem," Baloo replied, "Are you alright."

"I'll be fine," Kala replied as she looked at Bagheera sympathetically, "I'm so sorry that you've gotten wrapped up in this."

"It's no problem," Bagheera replied, grunting as he shifted his position, "I was involved the moment I stepped foot in this jungle."

"I appreciate your help," Kala said with a smile, "And for saving our lives."

"It's no trouble," Bagheera stated, before hissing in pain again, "Alright, maybe a little trouble."

Kala chuckled before turning her attention towards the still wailing cub.

"Little guy seems pretty upset," Baloo observed.

"I know," Kala agreed as she settled against the base of a tree, "I think I know a way to calm him though."

"_Come, stop your crying it will be alright,_" Kala sang softly, holding the cub in one hand while placing a finger from her other near his tiny hands, "_Just take my hand, hold it tight._"

"_I will protect you from all around you,_" Kala continued as the cub's whimpers slowly began to subside and he reached out to grasp her finger, "_I will be here, don't you cry_."

"_For one so small, you seem so strong,_" Kala sang, smiling as the cub gripped her finger while she held him closer, "_My arms will hold you, keep you safe and warm_."

"_This bond between us can't be broken,_" Kala continued, lifting the cub up so her forehead touched his, "_I will be here, don't you cry_."

"_Cause you'll be in my heart, yes, you'll be in my heart_," Kala went on as she began to rock the cub in her arms, "_From this day on, now and forever more_."

"_You'll be in my heart, no matter what they say,_" Kala sang as the cub began to drift off, falling asleep, "_You'll be in my heart, always_."

Kala smiled as she finished her song, watching the cub sleeping in her arms.

"Well, isn't that something," Baloo commented with a warm smile.

"What are you going to call him?" Bagheera questioned.

"Tarzan," Kala said with a slightly sad smile, "I'm going to name him Tarzan."

A/N: Not much to say about this one other than it was a lot of fun to write! You'll obviously notice I change certain things as I felt it would better fit the story this way. Hope you guys liked it! As always, feedback and critiques are always welcome so please review! Later!


	6. Scavengers

**Chapter 6: Scavengers**

"You what!?" Shere Khan roared, his voice echoing out of the ruined throne room that had become his den as he stuck Sabor hard across the face with one of his massive paws, sending the leopard tumbling across the stone floor. Kaa slithered away from where Sabor had landed, looking to put as much distance between him and his angered lord as he could.

"I'm….I'm sorry that I have failed you, my Khan," Sabor grunted, taking the time to spit some blood out of his mouth as he stood up, "There were complications."

"Complications!?" Khan snapped angrily, "What sort of complications could keep my best killer from actually killing a cub!?"

"There was interference," Sabor elaborated, "From both the gorillas and….Bagheera."

"The gorillas!?" Khan growled in confusion, "Why did the gorillas interfere?"

"I….I don't know," Sabor answered hesitantly.

"Perhapssss it had ssssomething to do with you killing and eating the chief'sssss sssson," Kaa suggested, earning a hateful glare from Sabor.

"So, that's why?" Khan growled, bringing Sabor's attention back to the tiger, "You couldn't keep your bloodlust in check long enough to keep from adding 'complications' to my orders."

"My Khan…." Sabor began to say, but a cold glare from the tiger silenced him.

"I find looking at you has grown distasteful," Khan commented coolly, "I believe I will need you gone from my sight for a time."

"Gone?" Sabor questioned in confusion, "But where will I go?"

"To the Pridelands," Khan informed him.

"The Pridelands?" Sabor asked, "Already?"

"We are not invading again, if that's what you're asking," Khan explained, "In fact, I expect there to be no need for you to shed any blood at all. So, if I hear that you have, I will be very….disappointed."

"What would you have me do, my Khan?" Sabor questioned.

"I require reconnaissance," Khan explained, "The Lion King will be having a child soon. Possibly a son. I need to know about it."

_Later,_

The sun shone brightly over the expansive fields of the Pridelands as the wind rushed through the tall grass. Standing tall over the savannah was a large rock formation, the grey stone contrasting with the amber of the grass surrounding it. The rocks formed an odd shape, with one huge stone shooting up towards the sky, while another ran almost perpendicular to it, sticking out over the surrounding savannah.

A large host of animals had gathered around the rock, ranging from a variety of herd animals and birds to a few predators, all of whom were calling up to the rock with excitement. Standing atop the large stone ledge was a pride of lions, Mufasa standing at the front of them. With a smile, he watched Rafiki walk back towards them from the edge of the rock ledge, a lion cub wrapped in his arms.

"It would seem that the people approve of my son," Mufasa observed as Rafiki stopped in front of the lions and lay the cub with his mother who was lounging next to her husband.

"How could they not?" Rafiki questioned with a chuckle as he wiggled some of his fingers at the cub in his arms, "He is an adorable ball of fluff."

"I hope he grows up into something more than an adorable ball of fluff," Mufasa replied with a chuckle of their own, "The people will hardly respect him as their king if he doesn't."

"I don't believe you have to worry, my king," Rafiki replied as he held the cub up before him, admiring him, "I believe young Simba will grow up to be a mighty king."

"As wonderful as that is to hear," the lioness laying on the ground next to Mufasa said, "I believe this mighty king is in need of his mother's attention."

"Of course, Sarabi," Rafiki replied as he walked over to the lioness and lowered the cub, Simba, into her folded paws.

"Walk with me, Rafiki," Mufasa requested as he turned away from his wife and child, "I believe that Simba has had enough excitement for one day. Let's allow his mother to watch over him."

"Of course, my king," Rafiki agreed with a nod before he began following along as Mufasa began walking away from the cave.

"So, what news did you bring me from across the Wastes?" Mufasa questioned, his previous warmness seeping out of him.

"Of the Khan? Rafiki cannot say much," Rafiki answered with a small shake of his head, "As far as I have heard, he is in the collection of man dens he calls home, licking his wounds."

"That's all you know?" Mufasa asked with a hint of disappointment, "I thought Bagheera was going to be gathering information for us."

"He is, but he needs time to settle into his new surroundings," Rafiki explained, "Rafiki still has news to deliver though."

"I thought you didn't have any news about Shere Khan?" Mufasa questioned, a befuddled look on his face.

"Not all news concerns Shere Khan," Rafiki answered.

"Very well," Mufasa replied with an amused chuckle, "What news do you have for me, my friend?"

"Chief Kerchak of the gorillas has lost his son," Rafiki stated, his expression growing grim, "Devoured by the leopard Sabor."

"Monstrous…." Mufasa said in shock, "Off all the bloodthirsty acts I thought that savage was capable of, I never thought killing a cub was one of them."

"It is a tragedy to be sure," Rafiki said with a grave nod, "And it relates to the other news Rafiki has to tell you."

"What is that?" Mufasa questioned.

"Men have come to the jungles," Rafiki answered.

"Men!?" Mufasa exclaimed in surprise, stopping and turning to face Rafiki, "Are you certain?"

"Rafiki has seen them with his own eyes," the wise monkey answered, "He can not be more certain."

"How many?" Mufasa questioned, clearly troubled.

"They were three," Rafiki answered before pausing to let out a sad sigh, "But now, they are but one."

"What happened?" Mufasa inquired.

"Once more, the fault can be laid at the feet of Sabor," Rafiki explained, "When Shere Khan learned of the presence of the men, he sent the leopard to kill them. He succeeded in slaying the adults, but failed to kill their cub."

"A cub?" Mufasa questioned.

"A boy, not much older than your newborn son," Rafiki elaborated.

"What became of this man-cub?" Mufasa asked.

"He was saved from death by the combined efforts of Bagheera and Chief Kerchack's mate, Kala," Rafiki answered, "Kala has adopted the cub as her own."

"I can't imagine that Kerchack is pleased with this outcome," Mufasa observed.

"No, but he has chosen not to fight his mate over the issue," Rafiki stated.

"If we could all be so wise," Mufasa said with a chuckle and a shake of his mane, earning a loud laugh from Rafiki, "A man raised by gorillas though? I have never heard of such a thing."

"Rafiki would not be surprised if there has never been such a thing," the old monkey added, "It is something to keep an eye on though. He could prove a valuable ally in the future."

"How so?" Mufasa inquired.

"At his core, there is but one thing that Shere Khan fears," Rafiki elaborated, "And that thing is fire."

"And men know how to make fire," Mufasa added in understanding.

"Among other things," Rafiki concurred with a nod of his head.

"I'm beginning to understand your wisdom, old friend," Mufasa stated with a smile, "I must ask you to keep me up to date of this man-cub. Tell me, what is his name?"

"Tarzan," Rafiki answered, "Kala has named him Tarzan."

_Later,_

Scar sat alone in the shade of a cave in the large rock his pride called home. Looking out of the cave mouth, he took in the sight of the Waste far in the distance while laying upon the cool rock, an utterly miserable look on his face.

Suddenly, Scar was pulled from his thoughts by the sound of rocks tumbling to the ground behind him, the sound of stone banging against stone echoing through the cave. Lifting his head, Scar turned and peered back into the cave, but saw nothing but darkness. He studied the inky blackness for a moment before shrugging and turning to face the cave mouth again, only to face to face with Sabor.

"Hello, Scar," Sabor growled with a manic grin, causing the lion to jump away from him in alarm.

"The assassin!" Scar practically yelped as he stumbled to his feet and did his best to face Sabor, "Y-You've come to finish the job!"

"Hardly," Sabor replied with a dismissive snort, "Though the thought may have crossed my mind."

"Then….Then you've come for my brother's son," Scar observed and Sabor couldn't help but notice the way the lions mouth began twitching into a smile.

"Mistaken again," Sabor sighed as he climbed up onto a flat rock bathing in the sunlight and lay upon it, "I would love to sink my teeth into that tender meat, though."

"Then….why are you here?" Scar inquired with a confused expression.

"I am here…." Sabor began before pausing to sigh in disgust, "To observe."

"Observe?" Sabor questioned with an amused chuckle, "Shere Khan sent his best killer….for reconnaissance?"

"The Khan is not pleased with me at the moment," Sabor explained with annoyance, "And one say no to a task that the Khan gives you, no matter how distasteful it may be."

"So, have you found anything useful?" Scar questioned, growing more at ease with the leopard as they talked.

"Nothing we did not already know," Sabor replied, his grin turning wicked once more as he turned his attention back towards Scar, "The Lion King has fathered a bouncing baby brat and his brother is now one step farther away from the throne."

Scar glared at Sabor in reply, eliciting a chuckle from the leopard.

"I do enjoy watching you squirm, Scar," Sabor stated as he stood back up, stretching languidly as he did, "But I have a long way to travel back to the jungle and report my….findings to the Khan."

"So, what was the point of this little visit?" Scar questioned.

"As I said, Scar, I enjoy watching you squirm," Sabor growled, "But if you keep pushing the issue, I might see if I enjoy watching your innards squirm across the ground more."

"That would be a shame," Scar sighed, "Especially because your Khan would be furious with you."

"And why would he be angry at me for that?" Sabor asked, quirking an eyebrow at Scar.

"Because then he would lose out on the information I have learned and the prospects that go with it," Scar answered with a shrug.

"And what information would that be?" Sabor questioned as he narrowed his eyes at Scar.

"It is perhaps easier if I showed you rather than told you," Scar replied, a smug smile on his face as he walked past Sabor. As he reached the mouth of the cave, Scar turned to look back at Sabor, who was still looking at the lion in confusion.

"Well?" the lion questioned, quirking an eyebrow at Sabor while smirking, "Are you coming?"

Sabor stared uncertainly at Scar, clearly weighing his options within his mind.

"If this is some sort of trick or trap," Sabor growled, his voice low, "Know that I will rip your throat out, even if it's the last thing I do."

"Oh, I don't doubt it," Scar replied, clearly nonplussed by the threat, "And you might want to lay off the blood crazed monster schtick a little bit. It stops being intimidating after a while."

With that, Scar turned away from Sabor and exited the cave, prompting the leopard to follow him after a moment's hesitation. Together, the two of them made their way away from the large rock that the lion's called home, keeping to the long shadow it cast to stop anyone from spotting them. Making their way across the savannah, the two cats eventually came to the edge of the Wastes, near the edges of the canyons known as the Dry Mazes.

"Where are you taking me?" Sabor questioned as he followed Scar up a small, rocky hill.

"Come and see for yourself," Scar stated as he reached the summit of the hill before turning to look at what lay on the other side.

Walking up next to Scar, Sabor looked at what the lion had wanted to show him, his eyes widening in surprise as he beheld what lay on the other side of the hill. Stretching out before him was a box canyon that was attached to the Dry Mazes. The place reeked of brimstone and Sabor spotted a few geysers spewing a sulphurous, green gas into the air.

What held Sabor's gaze though, were the bones.

Everywhere Sabor looked, the ground was strewn with large bones, all picked clean and bleached white by the unrelenting sun. As Sabor looked around, he saw a large, distinctive looking skull, cracked tusks swooping up from its mouth and a large, gaping hole at the middle of its face where it's trunk once was.

"A graveyard," Sabor whispered with a tone of reverence, "An elephant's graveyard."

"Indeed," Scar confirmed with a nod, "They've been coming here for generations, from herds of all sorts, not just those that live in the Pridelands."

"Why do they come here?" Sabor questioned, "Come all this way just to die?"

"Who knows?" Scar replied with a shrug as he began making his way down to the graveyard, "It's just the way of things."

"Why did you bring me here?" Sabor inquired as he followed Scar.

"To introduce you to the locals," Scar replied nonchalantly.

"There are animals that live here?" Sabor questioned dubiously.

"Scavengers," Scar explained, grinning at Sabor as they walked, "They're absolute scum. You'll love them."

Sabor narrowed his eyes at the jab but said nothing in reply. By then, the two cats had reached the edge of the graveyard, the elephantine remains looming around them, darkened by the shadows of the canyon walls.

The sound of a tumbling rock echoed from somewhere out of sight and Sabor froze.

"We're not alone," Sabor observed, his green eyes trying to look in every direction at once.

"Well, of course not," Scar replied with a snort, "This is their territory, after all, and they do so enjoy company."

As Scar finished speaking, a sinister laughed echoed from somewhere amongst the old bones. Soon, more voices joined in, and as they all echoed off the canyon walls, it sounded like a cackling horde was descending on them.

"Hyenas," Sabor spat as figures began to emerge from the shadows, their lean, canine features and dark grey and black pelts marking them for what they were.

Dozens of them came pouring out of the shadows and quickly the cats found themselves surrounded.

"So, is this what you wanted to show me, Scar?" Sabor questioned with a hiss, "The image of us being torn to shreds!?"

"And here I thought you were this fearless killer," Scar observed with a snort, "Who would have thought you'd be cowed by a pack of hyenas?"

"I am not afraid of a group of dirty scavengers," Sabor snarled in reply as he continued glancing around at the approaching hyenas, "But I'm not so arrogant that I don't notice when I am severely outnumbered."

"Well, well, well," one of the hyenas, a male one, stated as he stepped away from the rest of his pack, leering dangerously at the two cats, "If it isn't our old friend, Scar."

"Banzai," Scar greeted, clearly unintimidated.

"Who's your friend?" Banzai questioned, nodding towards Sabor as he eyed the leopard as if he was trying to decide what part to eat first.

"This is Sabor, the assassin," Scar replied, and as he did, a hush suddenly fell over the pack, each hyena looking at the leopard with a now wary expression.

"You mean," Banzai gulped nervously as he glanced between Scar and Sabor, "The one who works for Shere Khan?"

"The one and only," Sabor replied, flashing Banzai a savage grin as he looked the hyena over in the same way he had been regarding the leopard a moment before.

All the bravado went out of Banzai as he took a few hesitant steps away from Sabor.

"Is this there leader?" Sabor questioned, not taking his eyes off of Banzai as a savage grin spread across his muzzle, "Would they be offended if I ate him?"

"Hardly," Scar replied, his voice practically a purr, "Hyenas are matriarchal in nature. You'll never see a hyena king but you may run into-"

"A queen," a low, smooth voice finished as the pack of the hyenas parted, allowing a female, the black hair on her head growing long enough that it hung slight over her face.

"Shenzi," Scar greeted smoothly.

"Scar," the hyena, Shenzi, practically purred in reply, "I thought I told you that if I ever found you skulking around here again we would rip you limb from limb and pick your bones clean."

"Yes, I recall your rather….vivid description," Scar answered, his smile only wavering slightly, "But an opportunity I could not ignore presented itself."

"I'm assuming you're referring to this one," Shenzi questioned as she turned her attention towards Sabor, "Shere Khan's personal assassin."

"I'm only now just starting to understand how far my reputation proceeds me," Sabor commented, flashing his savage grin at Shenzi.

"More than you know," Shenzi replied, appearing uncowed by Sabor, "My pack loves hearing stories of bloodshed and the stories about you are always the bloodiest."

"Well, now that introductions are out of the way, perhaps we could now discuss some business," Scar proposed.

"What business would that be, Scar?" Sabor questioned as he turned his attention towards the lion, "You still haven't told me why you brought me here, after all."

"I wished to propose an alliance," Scar answered.

"An alliance?" Shenzi questioned, quirking an eyebrow at scar.

"For what purpose?" Sabor inquired.

"To take control of the Pridelands," Scar explained, a grin spreading across his muzzle, "To remove Mufasa from his throne."

"You plan to succeed where Shere Khan himself failed?" Sabor questioned, an incredulous smile on his face.

"Shere Khan is not the king's brother," Scar countered.

"He's got you there," Shanzi commented with a chuckle, glancing at Sabor before turning her attention back to Scar, "But what he doesn't have is the strength to back up his words. That's what he needs Shere Khan for."

"And why would Shere Khan help you?" Sabor questioned, "He wants to rule the Pridelands. He has nothing to gain by making you king."

"Shere Khan would be a fool to think he could control such a large area by himself," Scar retorted, "He'll need someone to rule in his name if he wishes to retain control of the Pridelands."

"And you think that someone is you?" Shanzi questioned before letting out a laugh, the other hyenas echoing her sentiment, their cackles reverberating off the walls of the graveyard, "Please. He'd sooner eat you than make you a king."

"I wouldn't be so sure of that," Scar replied, "He left me alive when he could have killed me. Shere Khan sees something in me and his assassin here knows it."

"I knew I should have killed you when I had the chance," Sabor sneered at Scar.

"I'm sure your Khan would look poorly upon it now," Scar stated, "Especially when I'm offering him the Pridelands."

"Keep talking, Scar," Shanzi replied with a shake of her head as she turned away from the two cats and made her way back towards her pack, "I'll believe it when I see it. Until then, don't show your face in my boneyard, or you'll find out just how unwelcoming my boys can be."

The other hyenas chuckled at the remark before they began to disappear back into the shadows from whence they came, leaving only the echoes of their laughter in their wake.

After the hyenas had completely vanished and the two cats were alone once more, Sabor turned his attention back towards Scar.

"What makes you think I'm going to tell the Khan about any of this?" Sabor questioned, "What makes you think that I won't kill you here and now for wasting my time?"

"Because you want to bring this information back to Shere Khan," Scar answered with a smug smile, "You need something to get back into his good graces and you know this, an opportunity to succeed where he previously failed, is something he desperately wants, and you know this information is exactly that."

Sabor narrowed his eyes at Scar but offered no argument.

"I thought as much," Scar purred, "Now, why don't you run along to your master and deliver the message for me like a good little cat?"

Sabor growled at Scar, and for a single, terrible moment, the lion genuinely wondered if the leopard was going to attack him. Then, the moment passed and Sabor visibly relaxed.

"If you talk to me like that again, I'll rip your head off," Sabor stated, his voice calm and cold.

"Naturally," Scar replied, his smile somehow growing smugger.

Sabor gave Scar a final, disgusted look before he turned and began stalking away.

"I look forward to hearing back from you!" Scar called as Sabor disappeared before he let out a low chuckle that reverberated off the bones surrounding him.

A/N: And here's another, slightly overdue update. Had a lot of fun with this one, hope you guys did too! As always, feedback and critiques are always welcome, so please review! Later!


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